Sometimes Always
by SpyKid18
Summary: Peter and Gwen navigate the unfamiliar world of friendship. Add in unsettled feelings and an impending apocalypse, and things get interesting. Set post The Amazing Spiderman. Peter/Gwen
1. Chapter 1

**A/N: I'm testing some new waters here. I've been a fanficcer for a while (a LONG while) but I've never done Spiderman before. Well, after this I can no longer say that! I hope that you enjoy this :D**

Chapter One

he understood why he did it. Danger and mayhem was part of his daily schedule, and those two things didn't come without collateral damage. Her father was proof of that. There were unintended casualties, regardless of how strong or fast he was, and he wouldn't risk that, especially after what her father had said. A dying promise between two people tended to stick. So, she understood why he did it. Pushing her away.

That didn't stop it from hurting.

She never knew that missing someone could cause physical pain, but as she trudged through her days post the whole Dr. Connors debacle, she learned that missing someone did hurt. It hurt like hell; and contrary to what she was told by advisors and family members, it only got worse. Time did nothing to lessen the pain; in reality it made it worse. The loss of her father stung, but sometimes she felt that the loss of Peter was even worse to handle. He was still there; still within her reach, yet he kept himself at a distance, moving on with his life while she watched from behind, unable to find her footing.

Until that day in class. He came into class late and promised Mrs. Ritter that it would never happen again. Mrs. Ritter had smiled in bemusement and quipped, "Mr. Parker, don't make promises you can't keep."

Her entire body sang when he whispered behind her, "But those are the best kind."

What did that mean? She had no idea, and she spent the entirety of class sitting there and trying to figure it out. Her mind was nowhere near the subject at hand, and she flushed when Mrs. Ritter called on her and caught her distraction. After an agonizing forty minutes, the bell rang and Gwen gathered her books. Peter strode past her and she dropped her notebook, her eyes following him. Catching herself, she grabbed her notebook and walked out into the hallway.

Peter was waiting for her outside of the classroom, nervous smile in place. His eyes wouldn't exactly meet hers, and she found herself relieved that she wasn't the only one who seemed to want to crawl out of their skin.

"How've you been?" he asked, grasping the strap of his backpack as if it were a harness.

"I'm okay," she said, smiling slightly. "Um, Peter, what you said in there-"

"Yeah," he interrupted, grasping the strap of his backpack tighter. His knuckles turned white. "About that…"

She blanched, silently berating herself for thinking that anything had changed. "You don't have to explain yourself. I, uh, I clearly misread-"

"No, I meant what I said," he cut in, licking his lips. "Just, uh, not how you probably think."

"Okay," she said slowly, peering at him. "What way did I think?"

"Do you want to meet at the bleachers after school today?" he asked. "We can talk, maybe?"

"Talk," she said, nodding. "Uh, yeah, sure. We can talk."

He grinned slightly. "Alright. I'll see you then."

He walked away and she murmured, "Yeah, see you then."

* * *

Sitting beside him on the bleachers, it almost felt like the old days, when her father was still alive and her biggest worry was her chemistry homework and whether or not her parents would catch him in her bedroom that night. The track team was practicing out on the track, and she watched them run laps, looking like human hamsters as they made their endless loops.

"One of us should probably say something," she suggested, glancing at him. "That's usually how this whole talking thing works."

He smiled slightly. "Yeah, um, I wanted to talk about what I said earlier in Mrs. Ritter's class." She nodded for him to continue. "You were right before when you said your dad asked me to stay away from you. He did. He was dying, and the last thing that he said was for me to promise not to get you involved, and I need to respect that."

She nodded blankly, thinking if this was what he had to say, then why were they were sitting out on those bleachers at all?

"Okay, so he asked you to stay away."

"Yeah. But, I don't want to."

That caught her attention. Her eyes snapped to his and she said, "You don't?"

He shook his head. "I miss you, Gwen. I miss you more than you can know. And your dad was right. We shouldn't get involved. We can't, because I'm going to have more enemies and they'll go for the people I care about." His eyes softened. "The people I love. But I can't stay away from you. I tried, and I can't."

"Peter," she murmured, her heart slamming against her chest. "What are you saying?"

"I want us to be friends."

Friends. The disappointment was immediate, and she tried to not let it show. He was so eager beside her, telling her what she meant to him; and she realized that this was his way of making amends. He could be a part of her life again without breaking the promise he made to her father. It would be nice to have him in her life again, too. It had been far too long since someone had knocked on her bedroom window. But she had allowed herself to succumb to delusions of grandeur throughout the day as she imagined what their conversation would entail, and with those fanciful ideas perking along in her mind, friendship could be nothing but a disappointment.

Peter read too much into her silence and said, "I understand if you don't want that. I know I've been a jerk and you probably want nothing to do with me, but-"

"We can be friends," she said quickly, biting the inside of her cheek as she realized her sudden interruption. She had to stop him, though, because what he was saying was ridiculous. How could he think that after everything they had gone through she would want nothing to do with him?

He visibly relaxed at her words, his shoulders slackening and jaw releasing.

"Really?"

"I don't see why not," she said slowly. "You're friendly. I'm friendly. The act of being friends does seem to be the logical next step."

He grinned. "That's really great to hear. So, we're friends."

She nodded, teeth tugging on her bottom lip. "It would appear so."

With that settled, they turned their gazes back to the track practice, neither of them having the faintest idea what they were supposed to do next.

**A/N: I am intending to have this be longer, so let me know your thoughts on this!**


	2. Chapter 2

**A/N: Thank you for your feedback on the last chapter! I'm glad that you enjoyed it!**

Chapter Two

She decided to invite him to the movie theater. A group of friends and her were going to see some new Judd Apatow movie, and she thought that this was the perfect opportunity to explore their new friendship. What was more casual and friendly than a little Friday night movie outing?

"So, what are you up to tonight?" she asked, falling in step beside him in the hallway. He looked down at her, mildly startled by her abrupt arrival, and stammered, "Uh, nothing. Why?"

"Some friends and I are going to the movies tonight. I thought you might want to join us."

"A movie?"

"Yeah, you know. A movie. The thing where a moving picture is projected on a screen."

He smiled a bit at her glibness and said, "Yeah, I know what a movie is. Sure, I'll go. What time are we meeting?"

"Eight o'clock," she said, inwardly congratulating herself on executing such a successful friend-move. "We're meeting in the lobby of the theater."

They reached his classroom and he said, "Cool. Barring any, uh, city-wide-catastrophes, I'll see you there."

She nodded, watching him turn into the classroom and settle in one of the seats in the back. Catching herself staring, she gave her head a little shake and headed toward her classroom.

* * *

Gwen was so delighted at her successfully inviting Peter to the movies that she neglected to remember that among her cohort for the night was the latest male specimen attempting to be her paramour. Nick Reynolds was the type of guy who always seemed to be 'on'. Perhaps it was due to his average looks that he developed a larger-than-life persona that he claimed made even the hardest girls to crack blossom under him like May flowers. For the past two weeks, he had been attempting to make Gwen _blossom_, with less than encouraging results.

She realized her error when she walked into the movie theater's lobby and saw Peter and Nick talking at the side of the group. As she drew closer, she saw that she had been mistaken. It was not Peter and Nick talking; rather, it was Nick talking and Peter nodding along listlessly as he got that glazed-over-look that he used to always get in Ms. Hanlon's English class.

"Hey guys," she said, offering them a small grin. Nick responded in his typical overblown manner and pulled her into a bear hug. She yelped when he lifted her off her feet. Peter stood behind, face betraying none of the reaction that she was sure he was having.

"Wow, uh, that was quite a hug there," she said breathlessly, reaching up and repositioning her headband that had gotten jostled in the sudden embrace.

"We all have our tickets already," one of her friends said behind her. "I think Nick grabbed you one, too. Right Nick?"

Nick nodded and she thought, "Of course he did."

"You're all set," he said casually, handing her the ticket.

She tried to pay him for the ticket, but he brushed her efforts off with measured nonchalance. Eventually she gave in, stuffing her wallet in her purse while they moved into the theater and got their tickets scanned. Peter was off to the side on his own, and she went to talk to him, but one of her friends stepped between them and launched into a story about this boy in her history class who always smelled faintly of Nacho cheese. Not wanting to interrupt such a _riveting_ story, Gwen nodded along, doing her best to look mildly interested in the minute details of this unfortunate boy while Peter smirked. They made their way into the individual theater and as the group filed into the row, Gwen grudgingly noticed she had sandwiched herself between Peter and Nick.

Fantastic.

Determined to make this friends-with-Peter arrangement work and be as minimally awkward as possible, she put on her most congenial smile and turned toward Peter.

"I'm glad you could make it," she said.

"Me too. Thanks for inviting me."

"Oh, it was no problem," she said in what she hoped was a casual tone. To be honest, sitting so close to him, it was difficult for her to even breathe. The house lights went down, and she found it even more difficult.

She looked at the screen, hoping that the movie would halt the hyperawareness she seemed to have developed with Peter. She tracked every breath, movement and shift of his body. He scratched his knee and she just about got whiplash turning her head to see what he was doing.

"Calm down, Stacy," she told herself silently, exhaling sharply. Peter turned his head toward her minimally, but it was enough for her to notice. She wondered if he was having as much difficulty sitting still as she was. Noticing his hands clamped tightly on his thighs, she took some relief in the fact that she wasn't alone in her discomfort.

Her discomfort increased tenfold when Nick leaned in and whispered, "This movie looks good. We should see it sometime."

He was close – a proximity that typically was reserved for those dating or just around the corner from dating – and she cleared her throat as she leaned away and said, "Yeah sure. Sometime."

He grinned, oblivious to her negative reaction, and said, "Awesome. I'm going to hold you to that."

She felt Peter stiffen beside her and she pushed back into her seat, wishing she could disappear into it. The next trailer ended and Nick's knee brushed against hers. She pursed her lips into a frown and crossed her legs, shifting away slightly from Nick. How was it that the movie had yet to start, and he was already making moves?

Nick seemed to finally pick up on her behavior and no other limbs belonging to him brushed her throughout the rest of the trailers. When the movie started she relaxed into her seat again, resting her arm on the armrest. Peter seemed to have the same idea, and she gasped softly when his arm pressed against hers. He pulled away quickly, whispering an apology as she did the same exact thing.

She folded her hands on her lap, a safe place where neither Nick nor Peter would be, and closed her eyes briefly. She could sense Nick glancing at her, and her arm still tingled from where Peter had touched her. This was going to be a very long movie.

* * *

Peter had been the one to push for friends, and he knew that he would have to go along with whatever that entailed, but if he had to sit through another night of stilted pleasantries while some guy did his best (i.e. worst) to pick up Gwen, he was going to fling himself off a building. And without the bioengineered webs to save him.

He came home after the movie drained in a way that he had never experienced before. He got thrown around a fair amount when he donned his Spiderman suit, but nothing hurt quite as much as witnessing the tangible proof that Gwen was moving on. Granted, this Nick guy didn't have a chance. Even he could see that Gwen was less than interested, but logically he knew that wouldn't always be the case. There would come a day when she met someone with potential, and he didn't know if he could honestly stand by and watch that.

"Did you have fun tonight, Peter?" Aunt May asked, making herself a pot of tea. Peter sat down at the table, absentmindedly flipping through the mail.

"Yeah, it was fine."

"It's nice to see you go out somewhere and not come back with a black eye."

Peter smirked. "I'll try to do that more often."

"Please do."

"Alright, I'm going to go to bed. I'm home sans black eye, so you can head that way too," he said knowingly. No matter how many times he told her to not wait up for him, she always did.

"I actually was going to do some reading," she told him with a soft smile. "You know, I don't always stay up _just_ to wait for you."

He smiled and walked over to her, kissing her on the top of her head. "Good night, Aunt May."

"Good night, Peter."

* * *

He couldn't fall asleep. He had been so tired that even taking his shoes off seemed to require too much effort, yet when he laid in bed his eyes wouldn't stay closed for more than a few seconds. He was anxious, thinking about the movie and heat that spread through his body when his arm brushed hers.

He reached back for the clock, turning it around so that he could see the face. Two o'clock. It was two o'clock in the morning and sleep was as unattainable as two in the afternoon. Figuring he could maybe save a few drunk co-eds from muggings, he climbed out of bed and changed into his suit. He slipped out of the window and took off into the night.

Traipsing through all the dark alleys and corners that criminals usually frequented, he found the city unusually quiet. The restlessness building inside of him, he actually found relief when he ran across a text book hold-up at a 24-hour convenience store. He recognized that finding relief at criminal activity was not a normal reaction, but he couldn't deny the release he felt as he webbed the guy against the wall and tossed the money back to the terrified sixteen year old at the counter. Crawling up buildings and attacking criminals may not be most people's normal but it was his; and after a night struggling to fit in with a group of people whose biggest worry was whether or not their parents would give them the car for the night, it was more than welcome.

He didn't find much after the hold-up, and decided to head home. Leaping from one building to the next, he somehow found himself perched on the building across from the Stacy apartment. Gwen's blinds were open, and he expected to see her in bed. Most people weren't awake in the middle of the night, after all, but he saw that she again proved to not be like most people. Her bed was empty and she sat in front of her computer, fingers plunking away at the keyboard. Unable to resist, he leaped to the fire escape and crouched outside her window. He couldn't see what she was working on, but whatever it was had her attention. She typed quickly, her keystrokes fraught with something he recognized. Desperation. Frustration. He could read all of her emotions in the animation of her hands.

It took her a few minutes to sense him. He saw the moment it happened – those restless hands stilled and her shoulders tensed. Her head turned slightly, as if she were testing the waters before she fully faced him. When she did – and he liked to think she did – he was already gone.

* * *

He was there. She knew without a doubt he had been on that fire escape outside her window. Part of her wished he had knocked, but she knew this way was better. Taking into account the pages of teenage angst she had typed up over the past two hours when she couldn't fall asleep, it was much better that he didn't stay. She didn't know if she could have kept herself in check if he had.

She saved what she was working on, a mess of paragraphs that seemed to revolve more and more around Peter, and closed her laptop. Trudging over to the bed, she laid down and pulled the covers up to her chin. Turning onto her side, settling down for another restless night.

**A/N: How'd you like this? I'd love some feedback!**


	3. Chapter 3

**A/N: Okay, that feedback was insane! Thank you all so much for reviewing. It means a lot to me that you take the time to send feedback! **

**So, here are some shout-outs since I didn't get to message some of you. Thank you to: scifinerd4lyfe, KronosSlayer21, mary, alex, HpIcMlVr, jampesprongslover123, candyluvsu, Pektv, Marilyn Cane, Guest, Melkor44, sarahmichellegellarfan1, GentleReader, and XxScarlettRosexX.**

Chapter Three

Gwen read about it in the newspapers first. A large ferryboat carrying a group of tourists sunk in the harbor. Most of the group was saved, but a few hadn't been as lucky. The boat appeared to have been attacked from the side, half of the boat ravaged by whatever did the attacking. Officials said the investigation was still underway, but eyewitnesses reported seeing a large creature with ink-black scales.

Peter didn't come to school the next day and she the worry came almost instantaneously upon seeing his empty seat. Now, there were a number of reasons why Peter would miss school that had absolutely nothing to do with his alter ego. He could be sick or maybe Aunt May needed help with something. He could just be skipping. Peter was smart, but he had never been above the occasional personal day.

These were just excuses to get her through the school day, though. It was far too coincidental that the ferryboat accident happened the day before and now Peter was mysteriously absent.

She didn't think of what her coming to his house would mean for their budding friendship. She didn't care. All she wanted was to see him and know that he was okay. Nothing else mattered until she saw him nice and alive. Then they would deal with whatever came next.

She knocked once on the front door of his house, and when it wasn't answered in what she deemed a timely manner, she knocked again. She just about bruised her knuckles when Aunt May pulled open the door, muttering, "What in the world…"

"Hi," Gwen said, cheeks flushing. Aunt May's eyes had lit with recognition and she was sure that was how she got out of whatever sharp reprimand Aunt May had poised on her tongue. "I'm sorry to disturb you and, uh, assault your door."

"That's quite alright," Aunt May said. "Can I help you with something?"

"I'm here to see Peter."

Aunt May nodded, stepping back to let her in. Gwen looked around, taking in the interior of the Parker home. She had only seen it from the doorway before when she visited Peter after her father's funeral, and that obviously gave her a somewhat obstructed view. There also had been Peter in the doorway, and the deafening rush of blood in her ears as hear heart splintered into a thousand tiny pieces.

Unburdened by such things now, she found that the house was warm and inviting. The stairs were to her right and Aunt May gestured toward them as she said, "Peter's up in his bedroom. He hasn't been feeling well."

Gwen nodded. "Do you mind if I go see him? I, uh, have the homework he missed today. Figured he wouldn't want to get behind."

Aunt May smiled warmly. "How kind of you. Yes, you can see him. As long as you're going up there, would you mind bringing him some tea?" Aunt May walked into the kitchen and returned with a steaming mug. "He rarely ever drinks it, but he should have some fluids."

"Sure," Gwen said, taking the mug from Aunt May. She turned around and walked up the stairs, her stomach twisting. She imagined it couldn't be too bad if Aunt May was only sending up tea. Peter was good at hiding these sort of things, though. She knocked once on his door and then opened it, peeking her head in. He was sitting in his bed, reading a book.

"Mind if I come in?" she asked him.

He looked up from his book and his eyes widened slightly. He stared at her for a moment before nodding and saying, "Yeah, sure. Come in."

She stepped inside his bedroom and closed the door behind her.

"Your aunt wanted me to bring you this," she said, placing the tea on his nightstand.

"Thanks."

"So, I brought you what you missed today in class," she said, opening up her backpack and pulling out her notes. "You can copy these. Ignore the doodles, though."

He smirked, glancing at the flowery lines blooming on the sides of the notebook pages.

"Slow day in McAfferty's class, huh?"

"You have no idea."

"You didn't have to do this, you know," Peter said. "I appreciate it, but-"

"It's not the only reason I'm here," she said.

He chuckled lightly. "I should have figured."

"I read about that ferryboat accident," she said, gauging his reaction. "It sounded pretty bad."

He nodded. "Yeah."

"Peter, were you there?"

He looked away from her and she had her answer.

"Show me," she said, stepping forward.

"Gwen-"

"I'm serious, Peter," she said. "Show me what happened." He hesitated and she added, "Don't think I won't come over there and start looking for myself."

He frowned, clearly not happy with her, but she knew she'd get what she asked for. He pushed the covers down and then pulled up his shirt, revealing his gauze-wrapped torso.

"Peter," she breathed out, her throat tightening.

"It's hard to move around," he explained, pulling his shirt down again. "That's why I stayed back here today. I should be fully healed by tomorrow."

"What did you tell your aunt?"

Peter smiled slightly. "I told her that I had the flu."

"Ah, a classic fake illness. Right up there with colds and chicken pox," she said, hoping that if she kept talking she could stop herself from completely losing it. Her hands were already trembling and she was moderately sure her eyes were doing that thing where they couldn't focus on just one thing. The sight of his torso wrapped up like that and the image of what was beneath was too much after everything that happened.

"Chicken pox would be a hard one to fake," he said, playing along. "Don't you get spots with that?"

"You're right," she said, a brittle laugh escaping her mouth. "I'll take chicken pox off the list."

He smiled a bit and she clasped her hands behind her, pressing her lips together. She counted out five breaths before she asked, "What happened out there, Peter?"

"Gwen-"

"I want to know," she said, voice strained. "I…I need to know, okay?"

"I don't really know what happened," he said. "I'd never seen anything like it before."

"The creature?"

He nodded. "The thing was strong. I have no idea what it was or how it got in that harbor. I don't know if it's the only one or if they're more. All I know is that I have to stop it."

"Why?" she asked suddenly. "Why do you have to stop it?"

"Because I'm the only one who can."

Again she asked, "Why?"

He sat up a bit more and said, "I have these powers for a reason, Gwen. I-"

"No," she said desperately, shaking her head. "You have these powers because you happened to stumble into that lab and you _happened_ to get bitten by that spider. You didn't choose this, Peter."

"So you're saying I should just sit back and let all those people die?" he asked, outraged at what she was suggesting.

She pinched the bridge of her nose, frustration spiking, as she bit out, "No, I'm not-"

"Because that's what would happen," he said. "If I didn't intervene, people would be dead, Gwen."

Before she could stop herself she muttered, "People still die, Peter. Even on your watch."

His face darkened and he said, "I know that. Believe me, I know that."

"I'm sorry," she said, shaking her head. "I didn't mean that."

"I know I can't save everyone," Peter said. "But I still have to try."

"I know," she said softly, wiping at her nose. He was stupid and honorable like her father, and she knew he would fight until he had nothing left to give. She only hoped he wouldn't meet the same fate.

"So, what are you going to do next?" she asked.

He reached over and grabbed the mug of tea, giving it an experimental sniff before drinking some. He lowered the cup to his lap and said, "I'll go back to the harbor. See if I can find anything. Then research, I guess."

"Just don't do anything stupid," she said.

He laughed slightly. "Now when have I ever been know to do that?"

She gave him a look. "Peter, I'm serious."

"I'll be careful," he said.

"Because as your friend, if anything happened to you…"

He smiled softly. "As your friend, I promise not to do anything stupid."

His eyes were warm and she wanted nothing more than to move forward and lay her hand on his cheek. She wanted to feel his skin beneath her fingertips and his mouth against hers. That was a line they no longer could cross, though, so she settled on giving him a small nod and saying, "Good. Well, uh, keep my notes for today. Just bring them back with you tomorrow."

"I will."

"And finish that tea. It's important to drink a lot of fluids when you have the flu, you know."

A smile tugged at his mouth while he nodded. "Yeah, I'll make sure to finish it."

"Well, I'm going to head out. Let you get your rest."

He nodded again. "Yeah, sure. Bye Gwen."

"Bye Peter."

She left his bedroom and moved down the stairs before walking into the kitchen to say goodbye to Aunt May. The television was on and a news story about a missing sailboat was playing. Aunt May shook her head and said, "First the ferryboat accident and now this. It's a shame, isn't it?"

Gwen nodded, glancing up at the top of the stairway and thinking of Peter. "Yeah. It is."

**A/N: How'd you like it? Again, next chapter is all written and will be posted tomorrow! It sets up a pretty fun little story arc that I think you all will really like ;)**


	4. Chapter 4

**A/N: Thank you for your feedback! This one is a bit fluffier and lighter than the others, but I think you'll like it ;)**

Chapter Four

When Dr. Connors had ended up in jail, Gwen's internship was put on hold. He had been her supervisor, after all, and despite the various accolades to her name, OsCorp didn't know what to do with her. A few weeks after her father's funeral, though, she received a call from the HR person at OsCorp asking if she would come in to speak with the scientist taking over Connor's research.

She didn't know what to expect. The obvious assumption was that she was being offered another internship. She had performed her prior duties well, after all. However, never one to be presumptuous, Gwen kept her mind open when she stepped up to the receptionist desk and offered the receptionist a simple smile.

"Hi, I'm Gwen Stacey," she said. "I'm here to see Dr. Rivers."

The receptionist typed quickly at the computer and said, "Yes, Dr. Rivers is expecting you. Come with me."

She followed the receptionist, glancing back for a moment at the empty desk and wondering what would happen if someone else came for an appointment while the receptionist was with her. It was a quick walk to the lab and Gwen found herself face to face with Dr. Rivers. He was younger than she expected, no older than mid thirties with sandy blonde hair and a strong jaw.

"It is wonderful to meet you, Gwen," he said, shaking her hand.

"Thank you."

"As you might know, I am taking over Dr. Connor's research."

She nodded. "Yes, I heard something of the sort."

"When l looked through his papers, he has a wealth of unfinished projects – some of them in the earliest stages of development – that have real potential. I know you worked close with Dr. Connors and you were a wonderful asset to him. I would like it very much if you would continue your internship with me."

Gwen grinned hesitantly. "I'd be honored, Dr. Rivers."

They walked further into the lab and he described some of the new projects he had taken the helm on. As she listened, Gwen felt her excitement build. This was where she belonged, and it was comforting to be back. She left forty-five minutes later with a new keycard and internship.

BBBBB

She ran into Peter in the hallway at school the next day and told him about her new internship. He smiled, tucking his skateboard under his arm as he said, "That's great, Gwen. Really, that's great."

"I was pretty surprised when they called," she said. "But, Dr. Rivers seems nice."

"He's continuing on with Dr. Connor's work?"

She nodded. "Dr. Rivers said there were some less developed projects that he's going to start."

"Most of the other work got ruined before, right?" he asked gingerly. It wasn't often that they openly referred to what had happened, and whenever one of them did there was unavoidable discomfort.

"Yeah, the lab was pretty much unsalvageable."

Peter cleared his throat uncomfortably. "Well, I bet you're happy to be back there."

She smiled and nodded. "I am. I thought it would be weird being back –and it was – but for the first time in a while I'm genuinely excited about something. I think it'll be good for me to get to work again. Too much free time can drive a person crazy, right?"

"Yeah." They passed a sign advertising the school's Sadie Hawkin's dance that weekend and he asked, "Are you going to that?"

Gwen laughed. "Not unless coerced with a gun or hot pokers."

He smirked. "Hot pokers?"

"Think about it, they would be pretty effective," she said. "What about you?"

He shook his head. "Dances aren't really my thing."

"You mean you're not a fan of school-sanctioned-frivolity?" she asked with mock disbelief.

He laughed. "I, uh, like to find my own frivolity. It's more meaningful that way."

"Oh, undoubtedly." There was a lull in the conversation and she asked, "So, do you know anything else about that thing in the harbor?"

He shook his head. "There's been nothing else since that sailboat disappeared. Most of my research has ended in dead ends."

"You'll find something," she said.

"Yeah. Or it'll find someone else first."

BBBBB

With the dance less than a week away, the school was abuzz with all things revolving around Sadies Hawkins. Gwen thought it was all a bit much. It was only a dance, after all. Bigger things were happening outside of the confines of the school – real, serious life-threatening things – and yet all her friends could talk about was what their dress looked like and how they were going to do their hair.

"I'm thinking half up," her friend Caroline said. "But I don't know. Sometimes I think half up makes my face look fat."

Gwen dragged her French fry through a trail of ketchup, trying to discern how a hairstyle could make someone's face look fat.

"I'm going to do a chignon," her other friend Sarah said. "I want to look elegant. Like Audrey Hepburn."

"Oh, then the chignon is the way to go," Gwen murmured sarcastically. She thought she had only said it in her head, but as two heads turned toward her, she realized her folly. Cheeks flushing she said, "It's the way to go because…uh…it's elegant. And French."

Sarah smirked. "How about you, Gwen?"

"Oh, I'm not going," she said dismissively, grabbing another French fry. "I don't really like dances."

"Don't be ridiculous," Sarah said. "You're going."

"Uh, I'm pretty sure I'm not," Gwen said slowly.

"Gwen, come on."

"Besides, I don't have a date."

Sarah rolled her eyes. "Right, because we all know how difficult it would be to remedy that." Gwen was about to say that Peter wasn't an option when Sarah said, "You know, Nick's been turning down other girls because he's been waiting for you."

"Seriously?" Gwen said, eyes wide. "That's extremely stupid."

"I think it's cute," Caroline said dreamily.

"Or delusional," Gwen said. "I'm not going to ask him. God, he doesn't think that there's something between us, does he?"

Sarah laughed. "Relax, it's just wishful thinking on his part. But, you really should reconsider. Think how nice he'd look in a suit."

Peter walked into the cafeteria and Gwen became distracted by visions of _him_ in a suit. Sarah, thinking Gwen's thoughts were with the man they were discussing, smiled knowingly and said, "It's pretty good, right?"

"What?" Gwen said, her attention snapping back to Sarah. "What's pretty good?"

"Nick in a suit."

Gwen smirked. "If you're this hot and bothered over how he'll look, why don't you ask him?"

Sarah pressed her lips together and then said, "I actually was going to talk to you about that."

"You were? Why?"

Caroline and Sarah exchanged a look before Sarah said, "I wanted to ask Peter."

Gwen stared at her, not quite understanding as she stammered, "Peter? You want to ask Peter, as in Peter Parker, to the dance?"

"Yeah. I wanted to talk to you first, though, because I know you guys were together. But you only dated for, what, a few weeks and…"

Sarah kept talking but Gwen stopped listening. Instead she was thinking about Peter and Sarah at the dance. Peter wearing a suit for Sarah. Peter getting a corsiage for Sarah. Peter dancing with Sarah. She became sicker with each visual, but realizing she had no claim over him, she nodded and said, "Sure, you can ask him. I don't mind."

"You sure?" Sarah asked. "Because I don't want you to be uncomfortable."

"It's fine," Gwen said, forcing a smile. "Ask him."

"That's great to hear," Sarah said, relief evident in her voice. "Alright, with that settled, what do we have to do to convince you to go?"

BBBBB

It turned out that it didn't take much. Sarah asked Peter to the dance that afternoon, and he said yes, just as Gwen knew he would. With Peter going, she found she had no choice but to go. She knew it would be hell and the entire night would be a sort of slow torture, but she couldn't let that night happen without her, not since he was going to be there.

She asked Nick, because it was easy and she knew he'd say yes. Despite telling him repeatedly that they were only going as friends, she knew that he was holding out for more.

Sarah was absolutely delighted at the turn of events and spent that week's lunch periods discussing Gwen's dress, Gwen's hair and every other detail surrounding Gwen's Sadie's Hawkins dance experience that Gwen herself could care less about. She would show up in sweats if she wouldn't get flack for it after.

"You should wear red," Sarah said. "I bet you look really great in red."

"Or pink," Caroline added. "Definitely red or pink."

"I'm just going to wear my Homecoming dress from last year," Gwen said, ignoring the looks of disbelief on her friends' faces. "And for the record, it's blue."

"You're re-wearing a dress?"

"What? Is that a crime or something?"

"Do you even care about this dance at all?" Sarah asked, shaking her head.

"No. I really don't."

"Then why are you even going?"

The answer was simple, but she couldn't say it. She was going because Peter was going. It was simple as that. Saying it to his date, though, might not be the best idea.

"Because you guys are all going," Gwen said, weaving the excuse as she went along. "To be honest, I just want to hang out with you guys. That fact that it happens to take place at a dance is sort of secondary for me."

They stared at her and for a moment she thought they weren't going to buy it, but then Sarah grinned wide and reached forward to grasp her hand.

"Gwen, that is the sweetest thing ever! And you're going to have a good time there. I promise."

"I know," Gwen said, lying straight through her teeth. In no way could that night be anything resembling a good time. "It's gonna _super_."

**A/N: Reviews dropped quite a bit for that last one. I'm not complaining (okay...maybe a little) but I REALLY do love hearing your thoughts! So, please let me know what you thought of this one :D **


	5. Chapter 5

**A/N: That feedback! You guys rock :D Think we can match it this chapter?**

**Again, this is sort of fluffy. But...the occasional fluff never killed anyone! Hope you enjoy :D**

Chapter Five

They all assembled at Sarah's houses for the ubiquitous high-school-dance-pictures, the couples forced into the typical poses. Nick's hands dipped a bit too low during theirs, and she grabbed onto his wrists, tugging them back up to an appropriate spot.

"Sorry," he said, mouth close to her ear again. The more time she spent with Nick, the more she realized his inability to understand personal space.

"It's fine," she said with a tight smile, pulling away from him.

"Accidental pawing," he said lightly.

"I wonder where Peter is," Sarah said, frowning when she glanced at the clock. "He's fifteen minutes late."

"Did you call him?" Caroline asked.

Gwen nervously rubbed the gauzy material of her skirt between her fingers. Peter was rarely late, and the news story on the television about the bridge collapse at the same harbor the ferryboat accident was at made her stomach twist. Sure, it could be a coincidence that the bridge collapsed and Peter was absent. That was likely. What was even more likely, though, was that Peter was at that bridge, dealing with whatever had caused the collapse. Reports said it was the supporting legs of the bridge that had buckled, causing the bridge to collapse. They had unfathomably snapped under water.

"I'm going to call him again," Sarah said decisively, grabbing her phone from the table. She went to dial when the screen lit up. "Oh, it's him."

Gwen tried not to appear too eager as Sarah read the message. She watched her face, noticing the slight narrowing of her eyes and then the slump of her shoulders. She wondered if Peter was backing out entirely, and if she could somehow follow suit without being hounded with questions.

"He's not coming," Sarah said glumly. Gwen considered the chances of faking a sudden onslaught of the flu.

"He's not coming to the dance?" Caroline asked in disbelief.

"No, he is," Sarah said. Gwen decided she felt just fine. "He's just not coming here for pictures. He said his Aunt needed him to help with something and he'll meet us at the dance."

There was no doubt in Gwen's mind now that he was at the harbor. His meeting them at the dance suggested that he wasn't injured, but her stomach still twisted uncomfortably. She stepped over to the side and picked up her drink from the table.

"You can take pictures there," Caroline suggested. "Maybe you guys can do one of the professional ones. You know, since he missed these, you are totally in the right to make pay for those."

Gwen nearly choked on her drink.

"You're right," Sarah said, sniffing. "We'll just take pictures there."

Nick stood beside her and noticed the look on Gwen's face.

"Are you alright?" he asked.

"I'm fine," she said. "Just, uh, not used to all this caffeine. " She gave him a small salute with her cup of Coca Cola. " I rarely drink pop at home. Makes me sort of crazy, you know?"

He nodded along, although she could see he had no idea what she was talking about. She couldn't exactly blame him, as she didn't really follow her logic, either. He accepted it, though, and offered her a bowl of chips. She gladly took it, stuffing a handful into her mouth. It was better if she didn't talk any more in the immediate future.

* * *

She tried to have a good time at the dance – she really did – but the entire time she just kept waiting for Peter to appear. The longer he was absent the more she convinced herself that something bad had happened, and it took all of her self-control not to walk out of that gym and find him herself. Or at least hide out in the bathroom where she could wallow in her fear and not have to work so hard to appear marginally normal.

Her friends were a decent distraction, though. Caroline's date kept trying to cop feels, and her attempts to evade his wayward hands were amusing. Nick turned out to be a frightfully awful dancer, and she found herself laughing at his attempts.

"I never claimed to be a Patrick Swayze out here," he reminded her after a particularly awful round of Michael Jackson's _Thriller_.

"I'm glad you didn't," she returned. "That would have been serious false advertising."

The only person that seemed to be having a worse time than Gwen was Sarah, who looked unable to capture the light hearted mood of Sadie Hawkins without her date.

It was during some Nickelback song – she could never tell them apart – that she saw him. Nick had his arms around her waist and her arms were around his neck. She was facing the gym entrance and her breath stopped at the sight of him. He was wearing a slim cut suit with a white shirt and blue tie. She thought to herself that without trying, he had matched her more than Sarah.

Caroline tapped on Sarah's shoulder and pointed at him. Immediately her eyes brightened and she shot off in his direction. Caroline followed and Gwen took that as an open invitation to follow, too.

"We better keep up with our group," she said to Nick. He didn't remove his arms from her waist, but she pulled away anyway, twisting from his arms as she made her way after Caroline and Sarah.

Gwen noticed something was wrong when Sarah covered her mouth with her hand, staggering backwards. It was then that she saw Peter's left eye. The skin around his eye was bruised and swollen, and there was a cut below on his cheekbone.

"What happened to you?" Sarah asked, her hand pressing against her chest.

"I got mugged over on Harper," he said. He avoided Gwen's gaze and she knew he was lying. "Three guys cornered me on my way back from running errands for my Aunt."

"Are you sure you should be here?" Sarah asked. "I mean, I'm glad you came but…"

"I'm fine," Peter said, smiling slightly. "Really, it's not that bad."

"Three guys and just you?" Nick said from behind Gwen. "You're lucky that's all you got, man."

"Nick," Caroline said, shooting him a look.

"I run fast," Peter said, glancing at Gwen. She flushed under his gaze.

"Why don't we get some punch," Sarah said, looking between Peter and Gwen. She took a hold of Peter's arm and they walked out toward the punch.

"That guy gets beat up a lot," Nick said, shaking his head. "Must suck to be him."

"You have no idea," Gwen murmured.

* * *

Gwen decided that going to this dance was possibly one of the worst decisions she had ever made. She thought him being here with Sarah without her would be difficult. Well, it was even more difficult for him to be there with Sarah and have her witness every moment. His arms were around her waist and he was smiling at her. She could see plainly that Sarah was developing feelings, and the thought of Peter and her friend dating made her want to dry heave into the nearest garbage can. She was moderately sure he wouldn't pursue anything, out of respect for her if nothing else. Still, the thought of him developing feelings for someone else, even if he didn't act on them, hurt more than she could have imagined.

"Alright, everyone, it's that time of the night!" the DJ said. "Tonight is all about the ladies, but for this one song, all you men out there have your chance to ask one lady who you didn't come with to dance."

Gwen crossed her arms over her chest, watching the couples form around the dance floor. Nick offered Caroline his hand and they walked out into the crowd. She glanced around, looking to see if anyone was coming her way. Someone tapped her lightly on the shoulder and she turned around, her lips instinctually curling into a grin when she found Peter standing in front of her.

"Do you want to dance?" he asked.

She pressed her lips together and nodded. "Sure, why not?"

They walked closer to the crowd and she felt his hand press lightly on her lower back. When they had walked far enough she turned back toward him, apprehensively reaching up and putting her arms around his neck. He slid his arms around her waist and she shifted closer to him.

"So, what really happened?" she asked, glancing up at him.

"You didn't buy the mugging story?"

She smirked. "I've seen you take on things a lot scarier than three muggers, Peter. What happened?"

"I went down to investigate the bridge collapse," he said. "I thought it was related to the ferryboat incident."

"You ran into it, didn't you?"

Peter nodded. "It was strange, though. It wasn't the same creature. It was definitely similar, but it was different."

Her eyes widened. "There's two of them?"

Peter nodded, expression pinched. "It seems like it."

"But, how?"

"I don't know," he said, disappointment evident in his voice. "I still haven't worked out how one can be there."

"You know, maybe I could-"

"No," he said firmly. "You're not getting involved."

"I could help with research," she pressed. "Just tell me what to look into and…" she trailed off when she caught the look he was giving her. She frowned, looking away. "You're not going to let me do anything, are you?"

"I can't, Gwen. You know that."

"Yeah, I know," she sighed. "So, I'm surprised you came here tonight."

His eyebrows shot up in surprise and he asked, "Why?"

"Have you seen your face, Peter?"

He laughed. "It's really not that bad. And Sarah asked me. I didn't want to stand her up."

She looked away, nodding. "Right, Sarah. It was nice of you to go with her."

He shrugged. "She asked."

"It's that simple, huh?"

He looked at her strangely. "Gwen-"

"I'm sorry," she said, laughing uncomfortably. "That was uncalled for. I'm just a little…I don't know…I don't know what I am."

His face was guarded, but something flashed in his gaze. He hesitated for a moment before pulling her closer and dipping his mouth to her ear. "Do you want to know what you are? You're the only person in this gym that I have to literally remind myself to breathe when I'm around."

"Peter," she murmured, turning her face into the crook of his neck. She knew she should pull away and put an appropriate distance between them, but she couldn't. They were hidden among the other couples, and she told herself that a few stolen moments wouldn't hurt anyone. The feelings coursing through her at his touch proved her wrong.

If Peter had come to a similar conclusion, it didn't show. He held her close, the side of his face resting against her hair. Each breath tickled her face and she pressed herself closer. She knew the song would be ending soon, and a nervous energy thrummed beneath her skin. There was so much she wanted to tell him, so much she needed him to know in the seconds they had left. She settled for something that he probably already knew.

"I miss you, Peter."

He didn't say anything for a moment and she thought she had made a mistake until he murmured, "I miss you, too."

* * *

They had planned on having a small party at Sarah's after the dance, but following hours of dancing Gwen found herself wanting to do nothing but collapse into bed. She told this to Sarah, who proceeded to pout and guilt-trip her into coming.

"I feel like I barely get to see you with that new internship of yours!" Sarah said. "You have to come!"

"You just saw me for several hours," Gwen spelled out slowly. "Besides, I wouldn't be much fun. I'd probably fall asleep. Or be really crabby and hoard the chips. Seriously, you don't want me there."

"Fine," Sarah breathed out. "But you should have Nick drive you back. You shouldn't be on the train by yourself this late."

"No, I'll be fine," she said. Nick was going to the party, and she didn't want to hold him up. She also didn't want to spend another ten minutes with him, particularly alone. Nick, sensing a moment to be chivalrous, stepped forward and said, "I don't mind, Gwen. Honest."

"I'm actually heading back, too," Peter said. The face that Sarah made at that was akin to one's expression after biting into a lemon. Peter noticed this, and chose to remedy it with, "I'm beat. All that dancing – I can barely stand."

Sarah didn't look convinced.

"See, Peter will be with me," Gwen said, jabbing her thumb in his direction. "I'll be fine."

"Are you guys sure?" Sarah asked, one last-ditch-attempt to draw them in. They were sure, though. They were quite sure that their night of partying had come to a close, and no amount of gentle prodding from Gwen's friend would convince them otherwise.

"Fine," Sarah relented, disappointment plainly written on her face. "Be safe out there."

"We will be," Peter said.

The group headed toward their cars and Peter and Gwen headed in the opposite direction toward the train. Gwen glanced over at him and said, "You know, it's poor form to ditch your date."

"I could be saying the same to you, Gwen."

She laughed a bit, brushing her bangs out of her eyes. "Yeah, I guess you're right. I can't fathom spending another two or three hours with them, though."

"I thought they were your friends."

"They are," she said quickly, realizing how judgmental she must sound. "They are my friends, but they are also people best taken in small doses."

He chuckled. "I know some people like that."

"Anyone I know?"

He grinned. "No, no one you know."

Neither spoke for a few moments, the silence a stark contrast to the deafening drone that had been inside that gym. They turned the corner and Peter said, "So, uh, about earlier…"

She pressed her lips together. "What about it?"

"I meant what I said," he murmured slowly. "But it doesn't change anything."

She had known this was coming, but it hurt nonetheless.

"I know," she said softly. When she turned her head toward him his gaze was on her face. She offered him a bit of a smile and said, "I know, Peter."

He cleared his throat, turning his gaze back to the street. "Alright, good."

"It was nice to know, though," she said. "To know that I'm not alone. That it's not just me."

He smiled slightly. "It's definitely not just you. But, this – the way things are – is how it needs to be. It's the only way it can be."

"I know," she said. Shoving her hands in the pockets of her jacket, she said the same thing she thought whenever she became frustrated with how things were between them. "It's better than nothing."

"Yeah," he echoed. She could feel his gaze on her face. "It's better than nothing."

**A/N: When will these crazy kids get together? Not just yet. It WILL happen, though. So hang in there! Next chapter really gets the harbor story line going, and brings together our illustrious leads in an unexpected way.**

**If you want that chapter tomorrow, leave some love :D**


	6. Chapter 6

**A/N: I think I say this every chapter, but you guys rock. Seriously. You're all so kind in your reviews and you actually offer constructive criticism. What more could a girl ask for?**

**This one really gets the ball rolling for the more serious story line in this. I hope you enjoy!**

Chapter Six

Gwen went into OsCorp early that morning to catch up on some work that Dr. Rivers had given her the day before. She passed by one of the offices, slowing down when she heard raised voices.

"This is ridiculous!" the man said loudly, irritation evident in his voice. "This is absolutely ridiculous!"

Gwen looked around to see if anyone was nearby, and when she saw she was alone she stepped closer to the door. She glanced at the placard on the door, and saw the voices were coming from the Vice President, Hal Roper's office.

"She's going to the papers tomorrow," another voice said, this one female. "I've already contacted PR and-"

"Screw PR!" Roper bellowed. "I don't want damage control. I want this dealt with now. We need to shut her up."

"With all due respect sir, it's too late."

"Does she want money? We'll give her whatever she wants."

"She doesn't want money," the woman said, her voice growing more forceful. "She doesn't want stock or perks. By this time tomorrow, we'll have every environmental group in New York on our backs, demanding to know why we were pumping waste into Billings Harbor. We need to be prepared."

Gwen's eyes widened. Billings Harbor. That was where all the incidents with the boat accidents and bridge collapse had taken place. And OsCorp was pumping some sort of waste there.

"Find out all you can about that environmentalist," Roper demanded. "I want her address, phone number, work place. I want everything."

"Sir, I think our efforts are better placed-"

"Our efforts are best used in whatever manner I deem appropriate," the man said harshly, his tone leaving no room for argumentation. "Now, do as I asked. And get Harry on the phone."

Gwen heard the sound of a chair scarping along the floor, and she realized just in time that one of them was leaving the room. She immediately took off toward the lab, and heard the door open behind her. When she sensed no one behind her, she glanced over her shoulder and saw a brunette rushing in the opposite direction.

* * *

Peter grew more frustrated with each passing day. He visited the harbor often and searched what he could. There hadn't been an attack in a week, and the optimistic part of him thought that maybe the creature had left or died of natural causes. The other part of him though – the realistic part – knew the creature was simply lying low. In all of these thought processes, he silently had to correct himself and change _creature_ to _creatures_.

Somehow, while he floundered in finding any sort of answer for the one creature's existence, it had multiplied. He tried not to think of the ramifications of this and focus on his research. With each dead end, though, and the nightmare of even more of those creatures popping up in the harbor, Peter began to grow desperate. How could he stop them if he had absolutely no idea what they were in the first place?

He was at school, blindly walking down the hallway as he went through all the same facts he had gone through for weeks, when Gwen appeared at his side, taking a hold of his arm as she said, "I need to talk to you. Now."

He looked at her in alarm as she pulled him to the side. "What? What's wrong?"

"Nothing," she said, shaking her head. "Well, actually there _is_ something wrong, but probably not what you're thinking. Nothing with me."

His jaw loosened and he said, "Alright, what is it?"

"I know what happened in the harbor."

He stared at her. For weeks he had been struggling with this, and she suddenly figured it out? "What do you mean you know what happened?"

"I overheard something at OsCorp. They're pumping their waste into that harbor, Peter. I don't know what it is, but I would put money on whatever they're pumping into there being at least partially to blame for those creatures."

Peter frowned, glancing to the side as he worked out what she had just told him. It made sense. They pump some sort of waste into the harbor and it causes a mutation of the natural wildlife. Thinking of what he fought, though, that had to be some seriously toxic waste.

"Do you know what it is they're pumping in there?" Peter asked.

Gwen shook her head. "No. But it was enough for the guy to go practically ballistic over this environmentalist going to the press." Gwen paused for a moment and said, "I could probably get the environmentalist's name."

"No," Peter said immediately, shaking his head. "I don't want you to have any part in this."

She glared at him, propping her hands on her waist. "Peter, I'm the only reason that you know about OsCorp pumping waste in Billings Harbor. I'm a part of this, whether you like it or not."

"I promised-"

"Yes, I know you promised my dad that you would leave me out of all of this," she interrupted irritably. "Believe me, I've heard that enough for a lifetime."

"Gwen-"

"But, you can't push me away like this," she continued, eyes hard. "I'm the only chance you have for finding out more about whatever is being pumped into Billings Harbor. I have access to OsCorp and their projects."

"Dr. River's projects," Peter corrected wearily. "This could have nothing to do with his work."

"Peter, you need me," Gwen said firmly.

Peter frowned, studying her face. "There's no way I can convince you to sit this one out, huh?"

"Not a chance," she said fiercely.

"Fine," he relented. "But we work together. I don't want you Nancy Drew-ing it out there by yourself."

"Okay."

"And if at any point I think it's too unsafe for you, I get the final word and you leave."

"Yeah yeah," she said dismissively. "You've already tossed me out a window once. I get it."

He smiled slightly. "Good. So, what's your plan?"

His acceptance was grudging, but she took what she could get. Clutching her books to her chest, she said, "I think I'll start with some classic snooping. I need to find out who that environmentalist was and who she was talking with."

"Be careful," he said immediately.

She rolled her eyes. "I know. Are you going to say that before I do everything?"

"Are _you_?"

"I see your point," she relented. "I'll be careful."

* * *

It took her a few days to find out the environmentalist's name, and it was not in a manner that she expected. That morning she had been eating her breakfast with the news playing in the rec room when a story caught her attention. She grabbed her coffee and moved into the next room, settling on the couch. As the story unfolded, her eyes grew wide.

"Local environmentalist Sally Mason was found shot to death in her apartment early this morning," the reporter said. "The house showed signs of forced entry and many items of value including jewelry and electronics were stolen. The police are calling the incident a home invasion. Neighbors share their reactions to such a horrible crime happening in the otherwise quiet neighborhood."

Gwen stared at the screen, her heart beating madly as the neighbors went on about how it was all so unexpected in the area. There reportedly hadn't been a robbery there in a decade. A man came on the screen with sandy red hair, and her hands trembled when he clearly said, "I don't care what the police reports say, this was not a home invasion. Sally found out about something – something she shouldn't have – and they got her!"

"Who got her?" the reporter asked, perking up at the slightest hint of a conspiracy.

"_They_ did," he said. "OsCorp, thinking they can do whatever they want and not face the consequences."

The reporter, clearly thinking she was dealing with a lunatic, took back the microphone, cutting him off with a quick thank you. Gwen grabbed a pen off of the coffee table and quickly took down the man's name on the back of a magazine.

**A/N: Drama! Intrigue! A delightful partnership! Alright, I think I'm overselling this one here, but I was super excited to get this story line going. I was practically giddy with excitement while I wrote this. So, let me know your thoughts!**


	7. Chapter 7

**A/N: Hello everyone! Thank you for your wonderful feedback on the last chapter. I'm so glad you're enjoying this storyline! **

Chapter Seven

The man's name from the television was George Zimmerman, and a quick Google search led Gwen to his phone number. He worked at the same environmentalist group as Sally Mason, and wrote a number of articles on the website about pollution and corporations abusing natural resources. When she got home from OsCorp one day, she dialed his number and felt her stomach twist further with each ring. She didn't exactly know what she would tell him. Or if he would speak with her. The phone clicked to a voicemail and she left a brief message with her name and a request to meet. After repeating her phone number she hung up.

It took Zimmerman a few days, but when Gwen's phone rang on Friday night, she immediately recognized the number flashing on the screen. She took a deep breath and then answered the phone.

"Hello."

"Hi, is this Gwen?"

"Yes, this is her," she said, nerves making her voice sound strange.

"I'm George Zimmerman. You called me earlier this week about Sally Mason. You wanted to meet?"

"Yes," Gwen said, finding herself growing bolder. "I saw you on the television when they were reporting Sally Mason's death. I know that she was investigating OsCorp's waste practices."

"How do you know that?" Zimmerman asked suspiciously.

"I…I can't say," Gwen said. "I'd prefer to keep my sources anonymous. But, if we could sit down and talk sometime. You seem to know what she was looking into."

"I do," Zimmerman said, his voice still hesitant. "Why are you interested in this?"

She thought of all those people who died in the incidents at the harbor, and then she thought of Peter. She thought of his bruised body after going against the creature the first time, and then all the subsequent bruises.

"I'm interested because it needs to stop. Whatever they're doing, they need to _be_ stopped."

Zimmerman didn't respond for a moment, and she almost thought he was going to hang up when he said, "Meet me at Holebrook Cafe tomorrow at four. I'll have _The Jungle _on the table."

"Okay, thank you for…" she trailed off when she was met with the dial tone.

* * *

Peter and Gwen sat in the cafeteria, Peter examining his plate of food as he picked at some lumpy gray stew with his fork. He shook his head and said, "I really should have known better than to get the chef's special. It never ends well."

"Uh huh," she said absentmindedly, taking a bite of her sandwich.

"I don't understand how they can put edible ingredients together, and end up with something so revolting. Really, it's a talent."

"Yeah."

He looked up from his plate, surprised at her lackluster part in the lunchtime conversation. Usually he was the one poking around for words while she talked around him in circles. Now, she was uncharacteristically monosyllabic.

"Gwen, what's going on?"

"Nothing," she said, taking a sip of her drink. He gave her a look and she said, "Really, it's nothing. Now, what were you saying about your food?"

"Nothing worth repeating," he said dismissively. "You sure you're okay?"

"I just haven't really been sleeping well," she said. Ever since she learned about Sally Mason's death, she spent her nights tossing and turning. Peter nodded, not asking for a further explanation. He didn't need one. After seeing the things he did, she figured he didn't get much sleep, either. She shifted positions in her seat, crossing and then re-crossing her legs. He was watching her again, clearly not convinced that it was only a lack of sleep causing her behavior, and after considering it for a moment more, she told him about her phone call with Zimmerman.

"You're meeting with him?" he asked, jaw tense.

She nodded. "He knows what Sally Mason was looking into. I think he'll be able to give us some insight into what we're dealing with."

"Where are you meeting?"

"Holebrook Café," she told him, opening her cup of yogurt. A bit of yogurt smeared on her finger and she wiped it on her napkin.

"When's the meeting?" he asked.

"This afternoon at four."

"You're meeting already?" he asked, clearly surprised by how quickly things had come together. She smiled slightly and said, "I work fast."

"Yeah, uh, you definitely do."

"To answer the question you're not asking," she began knowingly. "He seems like a nice guy. Not at all the type to stuff you in their trunk or anything."

Peter frowned at her glibness. "I'm sure he does."

"And we're meeting in a public place," she said. "It'll be fine."

"Any chance you'll let me come along?"

She gave him a look and asked, "Any chance you'll let _me_?"

Peter laughed, shaking his head. "It's going to be like this for every step of the way, isn't it?"

"It's not my fault you're so stubborn," Gwen said. Peter smirked and said, "I was going to say the same about you."

Without thinking, Gwen said, "Well, look at us. A perfect pair."

The moment the words left her mouth she regretted them. Her cheeks flushed and she began stammering that she meant a perfect pair in a crime fighting sense, not in any other sort of sense that might be implied.

Peter nodded stiffly. "Right. Of course."

* * *

Gwen was a bundle of nerves before her meeting with George Zimmerman. She kept telling herself that she could do this. Even more, she could do this and do it well. The notebook tucked in her bag was filled with the questions she wanted to ask him, and she had rehearsed them briefly before heading over to Holebrook Café. She spotted him in the corner, _The Jungle_ prominently displayed on the table. Reminding herself to breathe, she composed herself and headed toward his table. She stopped short when she spotted Peter seated in the opposite corner with a perfect view of Zimmerman's table. Her mouth dropped open in surprise, and she quickly maneuvered through the tables over to where Peter was sitting.

"What do you think you're doing here?" she demanded softly, hands planted on the table as she leaned in.

He looked at her innocently and said, "I'm just enjoying some coffee."

She was about one smart remark from pouring that coffee he was enjoying down his pants. Or throwing it at that ridiculous innocent look he was shooting her. Did he really think she was that dense?

"Peter," she warned. "If you're going to keep tabs on me, at least admit to it."

"Fine," he said. "I'm here to keep tabs on you."

"That's it!" she shot back, pointing at his accusingly. "That's…that's just like you! You don't trust me to do one simple thing!"

"No, I don't trust this Zimmerman guy you're meeting," Peter corrected. "Besides, we said we would work together."

"Yes," Gwen said slowly. "But remember where you asked if you could come with, and I said no?"

"Technically I'm not with you," he said. "I'm on the opposite side of the café."

"You are unbelievable," she bit out. "Seriously, you are-"

"You're going to be late for your meeting," Peter interrupted, glancing at his watch.

"We're not done talking about this," Gwen warned before leaving. As she walked to Zimmerman's table, she thought how much that exchange was akin to her parents when they would argue. Shaking away the thought, she stopped in front of Zimmerman's table and asked, "George Zimmerman?"

"You must be Gwen," he said, removing the book from the table and putting in his messenger bag. She settled across from him.

"Thank you for meeting with me," she said. " I really appreciate it."

"It's no problem," he said, watching her carefully as she pulled her notebook from her purse.

"So, uh, where should we start?"

* * *

Peter knew she wouldn't be happy he was there. He had envisioned a number of ways that she would ream him out when she saw him there, and her actual reaction was not far from the imagined ones. He couldn't let her go in alone, though. Yes, he was probably being overbearing. And the chances of something happening in the interview were slim to none. For all intents and purposes, this guy seemed to be on their side. He couldn't be sure, though, and for that reason he claimed his table in the corner and watched them.

Zimmerman was talking, and whatever he was saying had Gwen's entire attention. She hastily scrawled notes in her notebook, only looking down at the paper for brief moments before hungrily returning her gaze to Zimmerman.

Zimmerman was similarly engrossed in their exchange, leaning forward intimately as he talked. He occasionally used hand gestures, his hands gliding in the space between him and Gwen to illustrate a point.

They spoke for about thirty minutes and Peter could see Gwen had filled at least six pages with notes. Zimmerman stood first and she followed him, extending her hand for a farewell shake. Zimmerman took her hand, grasping it as he said something to her. She nodded emphatically, covering their hands with her spare one. Zimmerman walked out of the café, casting Peter a look at the door as if to say he knew he was there the entire time.

Gwen walked over and sat opposite Peter. He waited for her to tell him what they had talked about, and when she remained quiet he asked, "Is it that bad?"

"It's bad," Gwen said. "It is very bad."

"What is it?"

"Sally Mason got an anonymous tip that OsCorp was pumping waste into Billings Harbor," Gwen began, pulling her sweater tighter around her torso. "So, her and Zimmerman went down to the harbor to do some tests. They found the pH balance completely off. The levels should have been toxic to the fish, but instead of them dying something else happened."

"The mutations?" Peter said.

Gwen nodded. "He said it was minor at first. They wouldn't have even noticed it if they weren't looking. But then the ferry accident happened."

"That's what made Mason go to the papers," Peter guessed, waiting for affirmation. Gwen nodded. "Do you think she was killed, then?" he asked.

"It seems too coincidental," Gwen said. "I mean, this environmentalist is about to take OsCorp through the ringer and happens to get caught in the middle of a home invasion?"

"It's possible but unlikely," Peter agrees.

Gwen shifts in her seat, something about her exchange with Zimmerman still bothering her. Peter sensed her preoccupation and asked, "What is it?"

She swept her eyes to his and said, "Peter, if they really did kill her because of what she found, what the hell are they pumping into that harbor?"

**A/N: I'd love your thoughts!**

**Just a quick heads up - there will not be an update until Monday. See you then :D**


	8. Chapter 8

**A/N: Hello everyone! Thank you for your wonderful feedback on the last chapter. I'm so glad you're enjoying this storyline! **

Chapter Eight

The semester was nearly over, and Gwen found herself at her friend Sarah's end of the semester gathering. Sarah always said it was to celebrate the end of one semester and the start of another. Really, it was an excuse to get a large group of people together and partake in under age drinking and ridiculous games of spin the bottle and never-have-I-ever. Gwen rarely went, but with everything going on with the OsCorp investigation, she actually looked forward to a little diversion. It would be a night of mind numbing fun where she didn't have to think about sea monsters and dead environmentalists.

Peter was there, too, hoodwinked into going after spending the afternoon tutoring Sarah in calculus. They had finished around five, and Sarah insisted that he stay in exchange for his tutoring efforts. She had looked so eager asking him, eyes large and smile wide, that he reluctantly agreed.

"You know, it's really not fair that after hours of torture, I get roped into _additional_ hours of torture," Peter said, standing with Gwen to the side of the room. The party was in full bloom, the Smirnoff bottles flowing and raucous laughter filling the house.

Gwen grinned. "Hours of torture, huh? Is Sarah really that bad at calculus?"

"I've faced a lot of pretty bad things, but I think trying to explain derivatives to her takes the cake for most daunting."

"You know, you didn't have to stay for this."

"I know," he said, frowning. "But she asked me-"

"And you said yes?" Gwen finished, smirking. "You gotta stop doing that, Peter."

"Believe me. I know. I'm surprised you're here willingly."

"I am trying something where I actually exhibit normal teenager behavior," Gwen said. "And a house party typifies normal teenage behavior."

Peter laughed. "You're right about that." He glanced at the red solo cup in her hand. "I see you're going all in."

"When in Rome," she said, lifting the cup. "You know, it wouldn't kill you to have a little. Think of tonight as your night off."

"I don't get nights off," he said. "Besides, I don't know how the alcohol would affect me. I haven't had anything since…"

He trailed off and she nodded, taking a sip of her drink. "Right."

"You can enjoy for the both of us, though," he added after a moment. "You're staying here tonight, right?"

"Yes, a sleepover is occurring," she said. "That is part two of my night of normal teenage behavior."

"Are there any other parts?"

"Well," she mused. "I'm assuming part three will be when I wake up tomorrow morning with a hangover and swear never again to take part in normal teenage behavior. I hypothesize that will effectively end my experiment."

Peter laughed. "I'll call you in the morning to see if your hypothesis is correct."

"Please do," she said, grinning up at him. Such an easy rapport had fallen between them again, and she found herself edging toward him. It was a natural instinct. She was always drawn to him, like a fly to a spider's web, but she usually stopped herself. She felt the pull and stepped back, putting distance between two things that were no longer allowed to meet.

The alcohol was making her mind hazy, though, and in the bustling room with music so loud that she could feel it pulsating in her blood, she couldn't think of a reason to step back. He was looking down at her with those eyes of his that haunted her at night, and she couldn't think of a single reason why closing the distance would be such a bad thing.

And she needed a reason.

Fate interceded in the form of Sarah, grabbing onto both of their arms and pulling them into another room. She said something over her shoulder, a garbled tangle of words rendered unintelligible by Smirnoff and some techno Rihanna song, but the purpose of her hands around their arms became clear when they saw the circle of teenagers, an empty bottle of some off-brand vodka in the center.

"No way," Peter said.

"You guys have to," Sarah said. "It'll beso much fun!"

Nick was sitting on the ground, looking hungrily at Gwen. She didn't notice, settling beside Caroline on the ground. Peter did, though, and he kept his eyes on him as he sat down beside Gwen.

"Alright, guys, we have enough people now," Sarah said happily, dropping gracefully to the ground. "Who wants to go first?"

"I will," Caroline said, giving her shoulders a little shake before leaning forward and giving the bottle a spin. The group became unusually quiet as they watched the bottle spin around and around.

"Peter," Caroline said, drawing out his name as he stared down the neck of the bottle. He really wished he wasn't playing this game. She leaned forward, her hand messily landing on the ground as her face moved toward his. He steeled himself for something unpleasant, closing his eyes.

It wasn't nearly as bad as he thought it was going to be, until Caroline lost her balance and her forehead smacked into his. She pulled back abruptly, holding her head as her cheeks flushed.

"I'm so sorry," she stammered.

"It's okay," he said, chuckling as he touched his forehead.

"That will be hard to beat," Gwen mused, folding her hands on her lap.

Sarah went next and she proceeded to make out with some guy from Gwen's poetry class until Nick took her shoulder and pulled her back.

"It's spin the bottle, not seven minutes in heaven," he said. Sarah mumbled an apology while her and the poetry-class-guy exchanged heady looks. A few other partygoers went next, without much fanfare. There was one girl-on-girl kiss, and most of the guys catcalled as they did a chaste peck.

Nick was next, and he seemed to take a cleansing moment before reaching forward and giving the bottle a spin. Gwen watched the bottle turn, feeling lightheaded as her eyes followed the bottle. She closed her eyes, and when she opened them again the bottle was pointing at her.

"Oh," she breathed out, her eyes sweeping up to meet Nick's. He was smiling expectantly, waiting for her to nod before shifting forward and leaning across the circle. She followed him, something akin to dread settling in her stomach when his lips brushed against hers. She went to move back when he caught the back of her neck with his hand, pulling her mouth against his again. His tongue pressed against her closed mouth and she made a disgruntled noise, her hand hitting the bottle as she tried to pull away. A hand wrapped around her arm and tugged her back.

"I think that's enough," Peter said, his hand not leaving her arm. She glanced at Peter, wanting to thank him, but he was staring at Nick, jaw tense. She laid a hand on his knee for a moment and he visibly relaxed. Across the circle, Nick stewed, angry at being interrupted.

One other person went, and then it was Peter's turn. He reached forward, all business as he spun the bottle. If he were being honest, he just wanted to get it over with. There was not one person at the circle that he was interested in kissing, besides Gwen, and he wanted to avoid that as much as he could. He wasn't entirely sure if he could stop once he started.

But, of course, life was one running joke for Peter Parker, and the bottle landed squarely in front of Gwen. She made a face, as if to say she was getting way too much action in this game, and turned toward him. Her face had composed itself again, but he could read the nerves in her eyes.

"We don't have to do this," he murmured. It was only meant for Gwen, but Sarah overheard and said, "Uh, yeah you do. It's the rules of spin the bottle."

"We don't have to do this," Peter repeated softly.

"It's fine," Gwen said, smiling encouragingly. "It's just a game."

"Right. Just a game."

She laid a hand on his shoulder, leaning in. His eyes darted to her mouth, watching her lips part. He dipped his head to hers, watching her eyes drift shut. He was close. Just a breath closer and his mouth would be against hers. Just as he went to close the distance, her phone rang.

Her eyes flew open and she sat back, lifting her hips a bit as she pulled her phone from her pocket. The number was an unknown, but she answered anyway.

"Hello?"

"Stop looking into Sally Mason's investigation," a distorted voice said.

"What?" Gwen stammered, fear shooting through her. "Who is this?"

"Leave it alone or we will make you."

"Who is this?" she demanded, voice rising. "Who are you? Tell me!"

The line went dead and she slowly drew the phone away from her ear, staring at the screen.

"What was it?" Peter asked, alarm flashing in his eyes when he took in the stricken look on her face.

Gwen, suddenly aware of her surroundings, swallowed the lump in her throat and said, "It, uh, it was a prank call."

"A prank call?"

She nodded, licking her lips. "Yeah. It was some kid."

"What, did they ask you if your refrigerator was running or something?" Nick said, laughing.

"No, I…" Gwen trailed off, rising to her feet. "I need some water."

She walked away quickly, not bothering to look back and see if anyone was following. She moved into the kitchen and grabbed an empty cup. She wasn't surprised to find Peter beside her as she filled her cup with water.

"Who was that on the phone?" Peter asked. "Who was it really?"

She took a large gulp of water and she could feel it slosh in her stomach.

"I don't know," she said.

"What did they say?"

"They told me to stop looking into Sally Mason's research," Gwen said, her hand trembling so badly that she nearly dropped her water. Peter gently pried it from her fingers and put it on the counter. "They told me to stop or they would make me."

"Gwen-"

"It had to be OsCorp," Gwen said quietly, eyes wide with fear. "But how would they know? I just met with George Zimmerman a few days ago. Oh no, what about him?" she said suddenly, panic creeping into her voice. "Do you think he's getting these calls, too?"

"I don't know," Peter said, feeling powerless to help her. "He might be."

"They killed Sally Mason, Peter. They killed her. What if…"

Peter knew where she was going, and it was a fear he held since she first became involved. She couldn't meet his eyes, her gaze darting around as she contemplated for the first time just how deep she had gotten herself. Her restless gaze only stilled when he put a hand on her cheek and said, "I won't let anything happen to you, Gwen. I promise you, I will keep you safe."

She stepped forward and pressed herself against him. Without thinking he wrapped his arms around her, resting the side of his head against hers as he held her close. Some guy stumbled into the kitchen but stopped short when he saw them wrapped up in each other. He backed out, mouthing an apology.

"Peter," Gwen said softly, pulling away. "Would you mind taking me home?"

He shook his head. "I'll get our coats."

"Thank you."

Peter moved out of the kitchen and headed up the stairs to the bedroom where they had thrown their coats earlier. It took him a few minutes to find them among the mass of other coats, and then he headed back toward the stairs. A door opened suddenly and Nick came out, his eyes darkening when he saw Peter.

"Scoping out an empty room for you and Stacy?" he slurred.

"No, uh, I was just getting our coats," Peter said, holding up the coats. "We're heading out."

"Right," Nick said, sniffing. "You know, you don't own her."

"What?"

"You guys dated. Whatever," Nick said, his eyes unfocused. "But she was kissing me."

Peter shook his head. "Yeah, because it was spin the bottle."

"She seemed to like it," Nick said haughtily, puffing out his chest.

"Actually-"

"You just can't handle someone else getting in there," Nick said.

"Sure, I can't handle that. I'll work on it," Peter said dismissively. He went to skirt around Nick, but the latter slammed his hand against the wall, blocking his path.

"I'm not done with you," Nick hissed.

"And I don't have time for this," Peter said, turning around quickly and slamming Nick against the wall. Nick lunged forward but Peter easily pushed him back against the wall, his forearm crushing Nick's windpipe. "Now, I'm going to walk past you and you're going to let me go."

"Jackass," Nick bit out.

"Yes, that is a very good insult," Peter said. "Now, again, you're going to let me go. Understood?"

Nick didn't agree and Peter applied more pressure to his neck. Gasping for air, Nick swore and said, "Fine, I'll let you go!"

"Good," Peter said, removing his arm. He went down the stairs, Nick gasping for air behind him. Gwen waited in the kitchen, and she looked relieved when Peter appeared with her coat.

"Thanks," she said taking her coat and following him through the throngs of partygoers. They got outside and she pulled her coat on, buttoning a few buttons haphazardly.

"So much for a normal teenage night," she said, laughing humorlessly. "I guess it's sort of a lost cause when you've seen what we have."

"Gwen," he said, voice strained. She shook her head, already knowing what he was going to say.

"No."

"Gwen, come on. You were just openly threatened."

"I'm not stopping," she said firmly.

"You could get yourself killed."

"Yeah, well, a lot of people already have been," she said. "I'm not backing down. They need to be stopped, Peter. This is the only way."

"I think I liked it better before when I just killed the thing and it was over," Peter said.

"I think I did, too," she said sadly. "But this is how it is now. And whether you like it or not, you need me."

Gwen didn't live far from Sarah's, and before they knew it they were standing in front of her apartment building.

"Do you want me to come up with you?" Peter asked.

She shook her head. "No. Besides, we both know you never come through the front."

He smiled slightly. "So, you're okay?"

She nodded. "I'll be fine. Go home to Aunt May. She's probably on her fifth cup of tea by now."

He laughed, but the mirth didn't reach his eyes. "Alright. Goodnight Gwen."

"Goodnight."

He watched her walk into her building, and she gave him a small wave before stepping into the elevator.

**A/N: I hope you enjoyed this!**


	9. Chapter 9

**A/N: Hello everyone! Thank you for your feedback on the last chapter. **

Chapter Nine

Gwen tried to get a hold of George Zimmerman after the anonymous phone call, but an automated voice told her that the number she dialed was no longer in service. She tried to find a different number, but all she came up with were dead ends. She found an address that he had been at a few years ago, but when she went there the apartment was empty. The landlord said the man who lived there had cleared out the week before. He didn't know where the man went next.

"It's like he just up and left," Gwen said, sitting with Peter in the cafeteria. "I don't know what happened."

"Maybe he got the call, too," Peter said.

"But, to up and leave? I mean, his apartment was empty and his phone number was changed. He's dropped completely off the grid."

"Well, threatening phone calls tend to intimidate people," Peter said. "Unless your name is Gwen Stacy, of course."

"He knew more than me," Gwen said, shaking her head. "Plus he worked intimately with Sally Mason. He probably got the call and panicked."

"Did you get any of his research?"

Gwen shook her head. "We were supposed to meet a second time and go over it together. What are we supposed to do now?"

"I guess we can go take samples ourselves," Peter said reluctantly. He didn't like the idea of them doing that, but he didn't see any other way.

"What if they see us there?"

"I'll go," Peter said. Gwen visibly scoffed and he said, "Gwen, they don't know me. But they already know you _and_ have made threatening phone calls. Just think for a minute."

"I am thinking," she said. "And they do know you, Peter. You worked with Dr. Connors."

"It's still safer if it's me. I'll get the samples and you can take a look at them."

Gwen sighed, crossing her arms over her chest. "Fine."

Peter gave her a look and she said, "What? Why are you looking at me like that?"

"You agreed without us going back and forth for half of lunch period," he said with a grin. "I believe we're growing as a partnership."

She smirked. "Don't get too comfortable over there. I'll probably fight you on the next thing."

"I'd expect nothing less," he said.

* * *

Peter tried to think of a normal way of collecting samples of the harbor, but after a while came to the conclusion that a normal way simply did not exist. He settled for being fast.

The harbor was deserted once night fell, and that was when he made the trip down to the shore. He told Aunt May he was studying with Gwen, to which she grinned and cooed. If his Uncle had liked Gwen before, Aunt May was positively in love. He ended up being late to the harbor after spending ten minutes convincing his aunt that he absolutely couldn't bring Gwen some of her famous chocolate chips cookies.

He knelt beside the harbor and pulled his messenger bag over his head, placing it beside him. He opened the flap and pulled out three small twist-top containers that Gwen had brought him from the lab. He filled one with water, screwing the top back on tightly. Next he scraped some sediment into one of the other containers. After taking another container-full of the water, he packed it away in his bag and returned home.

* * *

Gwen met Peter at his locker, leaning against the locker beside his as she waited for him to get there from his last class. Glancing at her watch, she idly wondered what was taking him so long while she pressed her heel back against the locker.

"Gwen."

She turned around at the sound of her name, offering Nick a tentative smile. He had been different since that spin the bottle game at Sarah's party. He was cautious around her, and never stayed if Peter joined her.

"How are you?" he asked.

"I'm good," Gwen said, thinking how false a statement that was. She had been plagued with worries that Peter had been spotted at Billings Harbor and the same people who were after her would turn on him.

"We have that test coming up for Richard's class," Nick said. "Would you want to study together?"

"Uh, yeah sure," Gwen said, her attention diverted by Peter approaching from behind Nick.

"Maybe we can set up a time to meet or something? I know you work at OsCorp, so…" he trailed off when Peter stepped beside Gwen, quickly working his combination as he said hello.

"I'll, uh, just talk to you later," Nick said, eyeing Peter warily. "See ya, Gwen."

"Bye." She watched him walk away before turning back to Peter and asking, "Did you say something to him at Sarah's?"

"Why?" Peter asked, reaching into his locker.

"Well, he's been acting really weird since then," Gwen said. "And he looks like he's about to pee himself every time he sees you."

Peter laughed. "We talked a bit at the party, but it was nothing big."

She eyed him critically and said, "Define 'big'."

"Something that is not small," he deadpanned. "It was nothing, Gwen. I swear."

"Alright," she said, shifting her bag further up her shoulder. "Do you have my samples?"

He nodded, pulling them from his locker. When he handed them over, he asked, "Are you sure you should be testing these at OsCorp?"

"Where else would I? It's not like I have state of the art microscopes in my bedroom."

"Just be careful."

"I always am."

* * *

Hal Roper leaned forward in his seat, analyzing the work that Gwen Stacy was doing in the lab. It didn't appear to be anything out of the ordinary. She was doing some sort of sample, nothing that hadn't seen done countless times in the labs, but with her interest in the Sally Mason case, he looked at everything she did with a critical eye.

He pulled out a manila envelope from his desk and flipped through the papers outlining Dr. River's research. Currently, there was nothing in the notes that hinted toward the sorts of tests that he was watching Stacy perform. He frowned and closed the envelope, reaching toward the phone and picking up the receiver before dialing quickly.

"Janet?" he said. "Yeah, it's Roper. I need a full report on one of our intern's activity here. Yeah. The intern's name is Gwen Stacy."

**A/N: I know this was short, but I'm trying to set things up for the next chapter. I promise you, it will be worth this one's briefness. Anyhoo, feedback would be great :D**


	10. Chapter 10

**A/N: Hello everyone! Thank you for your feedback on the last chapter. A lot happens in this, so I hope you're ready!**

Chapter Ten

Gwen was working on something in the lab when Dr. Rivers approached, clearing his throat behind her. She had been alone before and she jumped at the intrusion, turning around quickly.

"Sorry, I didn't mean to startle you," Dr. Rivers said.

"That's okay," Gwen said, her pulse racing. "I've been a bit jumpy lately."

He nodded, as if he understood. "Right. Well, I wanted to speak to you about something."

"Okay."

"Could we maybe come back to my office?" Dr. Rivers asked. She nodded, thinking the ultimate worst as she followed him through the labyrinth of hallways back to his office. He closed the door and gestured for her to sit in a seat opposite his desk.

"Is everything okay?" she asked tentatively.

"Yes. I just noticed that you've been spending an awful lot of time in the lab lately."

She swallowed hard, nodding. She had hoped he wouldn't notice, but it appeared that he had.

"And from what I can see, the work that I have given you should not be taking that long."

"Dr. Rivers, I'm so sorry. I-"

Dr. Rivers interrupted her, smiling slightly as he said, "Gwen, you're not in trouble. We've had interns use the labs for school research before."

"School research," she stammered. Her cheeks flushed. Somehow she had fallen into the perfect excuse. "Yeah, I…uh…hoped you wouldn't mind."

"As long as it doesn't interfere with your work from me, I don't at all," Dr. Rivers said. "You should talk with me beforehand, though. Tell me a bit about what you're working on. I could direct you toward perhaps better equipment here that you're not familiar with."

"Better equipment?"

Dr. Rivers nodded. "OsCorp is state of the art, Gwen. There are machines here that you probably wouldn't even know where to start with. I'd be more than happy to assist you."

"Well, thank you," Gwen said. "Next time, I will consult you first."

"Wonderful," he said, rising from his seat. He gestured for her to lead the way out of the office as he asked, "Now, how are those biochemical experiments going that I had you start on yesterday?"

* * *

Gwen called Peter after she left OsCorp and told him about what had happened with Dr. Rivers.

"Maybe you should let up a bit on the experiments," Peter suggested.

"Those experiments are the only way we're going to find out what's going into the harbor," Gwen said. "I have to keep up with them."

"Yeah, but maybe take a few days off," Peter said. "If Dr. Rivers noticed, then I'm guessing he's not the only one."

"I guess I can take a few days off," Gwen reasoned. It wouldn't set her back too much, and Peter was right. If Dr. Rivers was starting to notice something off, it was only a matter of time before more people did.

"Have you gotten any other calls?" Peter asked. It had been two weeks since the first call, and he wondered if they would follow up.

"Nope. Just the one."

"That's good," Peter said. "You'd tell me, right? If you got another?"

Gwen wasn't entirely sure. Another phone call would almost surely bring an end to their investigation, and she was too invested now to give up. To humor him, though, she said, "Of course."

"Well, let me know if anything else comes up. I'll see you tomorrow."

"Sure. Bye Peter."

* * *

Hal Roper didn't like wasting talent. It was far and few between these days, and he could see clearly that Gwen Stacy was a skilled scientist. Only seventeen years old, he could only imagine what she could achieve past college and graduate school. He didn't like wasting talent, but when that talent jeopardized his company, there wasn't much else he could do. He sighed, rubbing small circles into his temples with his fingertips before picking up his phone and dialing.

"This is Roper," he said, voice crisp. "I need something taken care of."

* * *

Peter sat on the front steps of his house, drinking a cup of coffee as he watched cars drive past. The sun had long set, and occasionally he would see a pick-up truck inch by with its trunk heavy with discarded couches and other odds and ends. They were scavengers. People who snaked their way through neighborhoods at night, on the hunt for anything of worth that people had discarded. His Aunt had thrown away an old picture frame and he watched the truck come to a halt. A short man with a splotchy beard and baseball cap came out from the front seat, glancing at Peter for a moment before taking the frame and tossing it in the back of the truck. He climbed back into the car and it inched further down the street.

His phone buzzed suddenly, and he pulled it from his pocket. Gwen's number flashed on the screen.

"Hello?"

"Peter." The sound of her voice was enough to set him on edge. It was raw and guttural, like after someone had been crying.

"Gwen, what's wrong?" he asked immediately, switching the phone to his other ear.

"I-I need you to meet me somewhere."

"Where? I'll meet you anywhere."

There was a pause and then she said, "St. Joseph's hospital."

Not needing to hear anything else, he said, "I'll be right there."

He stood up from the stoop and walked back into the house. Aunt May sat in front of the television, some comedy playing on the screen, and she glanced up at him with a grin. Her face fell when she saw his expression.

"Peter?"

"I need to go to the hospital," he said hurriedly. "I'll call you when I'm heading back."

"Peter, what's going on?" Aunt May asked, raising shakily from the couch. "What's happened?"

"It's Gwen," he said. "I don't completely know what happened, but she called me and I really need to be there," He stepped forward and kissed her cheek. "I promise to call you when I know more."

"Goodness," Aunt May breathed out. "That poor girl. She's been through too much."

Peter couldn't agree more. He waved goodbye to his aunt and then made his way out of the house.

* * *

It should have been her. That was all Gwen could think about as she sat in the lobby of the emergency room, fingers restlessly puling at the sleeves of her jacket. It should have been her. She should have been in the car. It should have been her in the car when it careened through the red light when the brakes failed. It should have been her in that car when an SUV rammed into the driver's side, making the metal twist and crumple like tin foil. It should have been her.

Instead, it was her mother.

The other car was in the shop, and when her mom told her she was taking her car for some errands after dinner, she thought nothing of it. Yes, it was technically Gwen's car, but her parents paid for the car and insurance. She never minded them taking it now and then.

"Gwen."

His voice pulled her from her thoughts and she looked up, eyes bone dry as they met Peter's. She had cried enough that day. So much, in fact, that she wondered if it was even possible to produce more tears. She used up her daily quota. In the past few months, she felt like she had cried enough for a lifetime.

"She's still in surgery," Gwen said, her tongue feeling heavy in her mouth. "There was a lot of internal damage from the accident."

"What happened?" Peter asked, sitting down next to her. She could see that he went to take her hands, but then pulled back.

"There was an accident," she began slowly. "My mom was driving my car and the breaks failed. She went straight through a red light and an SUV hit her."

"Gwen-"

"But it's strange," she interrupted, her voice beginning to tremble as she continued. This was the point she couldn't get past for the several hours she sat alone in the waiting room. "We just had my car checked a few weeks ago. My warranty was about to end, so my mom had me bring it in. Everything checked out. The brakes were fine."

What she was suggesting was ridiculous. Yet, at the same time, he knew she was right. He went to speak, but she cut him off again.

"They did this," she said softly, staring ahead listlessly. "They warned me to stop my research, but I didn't. I refused to stop, and they did exactly what they said they would."

"Gwen, you had no way of knowing they would do this."

"But I did," Gwen said. "They told me what would happen. This is my fault. All of this is my fault."

Her numbness developed into searing pain, and she leaned forward, wrapping her arms around her waist as she squeezed her eyes shut. When she was a little girl, whenever she was afraid she used to close her eyes. She believed that if she closed her eyes, whatever was happening would stop. It was a childish notion, but she held on to it. She felt his arms envelop her and she leaned into his warmth, her head pressed against his chest.

"This is not your fault," he murmured. "It's OsCorp. And they will pay."

"No," she said fiercely, pulling away. "Don't do anything foolish."

"Gwen-"

"I won't have you getting hurt," she said. "I can't have that on my conscience, too."

"They need to be taken down."

"And we will," she said. "But this isn't going to turn into some revenge attack. We'll work together and do it the right way."

"And what way is that?"

She sighed, rubbing her hands on her thighs. "I haven't worked that out yet."

Peter glanced around the waiting room and asked, "Are you here alone?"

Gwen nodded. "My brothers went home with my grandparents. I said I wanted to stay longer."

"Do you want me to drive you there?"

She shook her head. Her bangs poked at her eyes and she swiped them to the side wearily.

"I just want to go home," she said.

Peter nodded. "Sure. I'll take you."

* * *

The Stacy apartment was eerily silent. He walked behind Gwen, glancing around the empty living room before following her up to her bedroom. She sat heavily on her bed, shoulders slumping. She glanced at the window nervously, like a small child daring a peek at the closet at night, before turning her attention back to Peter.

"Will you be alright?" he asked.

She nodded. "I'll be fine. You should head back. It's late."

"Are you sure you don't need anything?"

"I'll be fine," she repeated, shaking her head.

"Alright. I'll, uh, call you in the morning." He rubbed the back of his neck, shifting his weight from one foot to the other. "Call me if you need anything tonight."

She nodded and he turned around and walked down the stairs. Just as he reached the front door he heard the hurried patter of footsteps on the stairs. He turned around and Gwen was at the foot of the staircase.

"Gwen?"

"Stay," she said, voice strangled as she asked for the help that she always claimed she didn't need. "Please stay."

"I thought you said-"

"I know what I said, but I was lying. I'm trying to be okay, but I'm not. I'm really not. And I'm scared. I don't think I've ever been this scared in my life, Peter. I don't know what's happening or how to stop it. But I do know that when you're here, I feel just a little bit less like my world is imploding. So, please…please stay."

"Okay," he said softly. "Let me just call Aunt May."

She nodded, her cheeks flushed from her outburst. She leaned against the banister, fingertips rubbing at the grainy wood. He called Aunt May and made a quick explanation of everything that had happened. When he hung up Gwen was looking at him with an almost timid expression.

"Aunt May says hello," he said.

She nodded, tucking a piece of hair behind her ear.

"Do you want something to eat?" he asked. "Something to drink? My Aunt May drinks a lot of tea during stuff like this. I could make you some."

Gwen smiled softly, but shook her head. "I think I just want to go to bed."

"Sure. Of course. If you have some blankets, I'll sleep down here on the couch."

Gwen went over to the closet and pulled out a blanket and pillow. She asked him if that was enough, and he nodded.

"Thank you for staying," she said, avoiding his gaze. "I really appreciate it."

"You don't have to thank me," he told her. "I want to be here."

She finally looked at him, and the tenderness in his eyes made her stomach flip. She handed him the blanket and pillow, stepping back.

"Well, good night."

"Good night, Gwen."

She walked back upstairs, shutting the door. She changed into her pajamas and then slipped under her covers.

* * *

He couldn't fall asleep. It wasn't surprising when he thought of everything that happened. They tried to kill her. Anger rose in his chest, but he forced the rage to abate. She didn't want him to go out for revenge, and he would honor her wishes. Even if he thought she was wrong.

He heard someone softly walking down the stairs. He sat up and Gwen walked toward him, a sheepish look on her face. She didn't say anything, even when he asked her what was wrong. Instead she sat on the edge of the couch and gently pushed him back toward the cushions, stretching out beside him. She wrapped her arm around his torso, curling up against his body.

"Gwen-"

"Please don't push me away," she murmured. "Not tonight. Please."

He reached in between them and tugged the edge of the blanket from under her. She watched him as he pulled the cover over her, tucking it under her chin.

"Thank you," she said softly.

He hesitated before pressing a light kiss to her forehead.

"Sleep," he murmured. "I'll be here."

**A/N: Feedback makes me very, very happy. So, please leave some love! **


	11. Chapter 11

**A/N: Hello everyone! Thank you for your feedback on the last chapter. It means a lot to me! I think you all are going to really enjoy this one. Nothing major happens, but there are some classic Finn-Colin shenanigans :D**

Chapter Eleven

Gwen woke up alone, the blanket wrapped tightly around her body like a cocoon. She felt warm and safe, and for a moment she almost forgot what had happened. It came back in a rush, and she sat up abruptly, clutching the blanket to her chest.

"Gwen?"

Peter stood in the kitchen, a dishtowel draped over his shoulder. He pulled it off and wiped his hands.

"I forgot for a second," Gwen said, dragging the back of her hand across her forehead. "I woke up, and I forgot."

He walked over and gently took her hand, pulling her up from the couch.

"Come on, I made some coffee."

"How could I forget?" she murmured, sitting at the kitchen table. "My mother is in the hospital because someone was trying to kill me. That's not the sort of thing you forget."

"You just woke up," Peter said, grabbing cereal from the top of the refrigerator and placing it on the table. He pulled two bowls and spoons from the cupboard and then settled across from her.

"It was a nice feeling," Gwen admitted, taking the box of cereal and pouring herself a bowl. "I didn't feel scared or nervous. I felt normal."

"You'll feel that way again," Peter said. "When we solve this-"

"If we do," Gwen said, uncharacteristically negative. "My experiments aren't getting us anywhere, and we're nearly out of samples. We're no closer to solving this, Peter, than we were when we first started."

He went to refute this when there was a knock on the door. They both exchanged a look before Peter stood and said, "I'll get it."

Peter walked to the front door and opened it, surprised to find the security guard from the front desk standing before him.

"A man brought this and asked that I hand deliver it to Ms. Stacy."

Peter felt Gwen approach and she stepped beside him, reaching out and taking the package from the man.

"Thank you Walter," Gwen said, her eyes travelling over her name written in messy handwriting. The hand writing and a hurried slant to it, as if whoever wrote it was trying to get it all down as quick as possible.

Peter closed the door, glancing warily at the package in her hands. Gwen moved past him, walking back into the kitchen. She sat down heavily, dropping the package on the table. Peter reclaimed his seat across from her.

"Are you going to open it?" he asked.

"Yes. No. I don't know." She reached back and pull her hair off her shoulders. She felt as if her entire body was on fire, nervous energy thrumming through her so powerfully that she could feel it in her veins. "It's from them."

"You don't know that."

"Who else would it be from?" she said. "There's no return address. They realized they ki-" she stopped herself, shaking her head before saying, "_hurt_ the wrong person."

"Gwen-"

"I-I can't do it," she said, pushing the package away. "I can't."

He pulled the package toward him, looking to her for permission. She nodded slightly and he slid his finger under the lip of the envelope. Gingerly he pulled out a stack of papers. Gwen watched him closely as he flipped through them, his face unreadable.

"Peter?"

"This is all of it," he murmured, restacking the papers. "It's all of it."

"All of what?"

"George Zimmerman and Sally Mason's research," Peter said, glancing up at her. "It's all here."

"It can't be," Gwen breathed out, reaching forward and taking the papers from his hands. Her hands shook as she leafed through the pages. Peter opened the envelope again and saw that there was a small note that had come loose from the stack of research. He pulled it out, something in his stomach twisting when he read the words.

_I cannot be of any more use to you. _

_Hopefully this will help._

_Good luck._

"Gwen," he murmured, passing her the note. She glanced at him for a moment before reading the note.

"Zimmerman," she said softly, her eyes meeting Peter's. "These are from him."

Peter nodded. "I can't imagine who else would have all of it."

"This is phenomenal," Gwen said, returning her attention to the research. "This is more data than I could have collected in a year. With all of this, Peter, we…" she smiled tentatively, "…we might just have a chance."

* * *

Peter and Gwen made plans to meet at the library that afternoon to go through the research more closely. They had already gleaned an enormous amount of information from their cursory examinations, and he held high hopes for what their closer attention would bring.

Peter stopped home after they finished breakfast and took a quick shower. Aunt May prepared a light lunch and insisted that he eat it before he left for the library.

"Do you think you should bring Gwen some, too?" Aunt May asked, sitting across from him. "With everything that's going on, it's important that she eats well and keeps her strength up."

"I'm sure she ate," Peter said. The package from Zimmerman had done much to improve her spirits, and she had almost seemed like the strong girl he knew when he left that morning.

"You're right," Aunt May said. "Besides, I'm sure she has people checking in on her." She paused for a moment. "It was very nice of you to stay the night with her, Peter."

He shrugged. "She needed me."

Gingerly Aunt May asked, "Is there something going on between you two?"

Peter frowned, gearing himself up for another Aunt-May-inquisition. "No, Aunt May, there isn't."

"She's a nice girl," Aunt May said. "And you could use someone nice like that in your life. I worry about you sometimes, Peter."

"We're just friends," he said. "Believe me, it's better this way."

Aunt May grinned triumphantly. "So, you do think of her that way?"

Peter groaned. "Aunt May-"

"Because anyone with eyes can see that she feels the same way," she interrupted. "And with everything going on right now, it might be nice for her to have someone."

"She does have me," Peter said. "She has me as a friend. Which is the best I can do."  
"Why, Peter?" Aunt May asked. "Why are you so determined with keeping yourself from happiness?"

Peter frowned, looking down at his half-eaten sandwich. There were a number of reasons why he did things the way he did. Because if he truly let himself be happy, it would hurt all the more when it was taken from him. Because he couldn't take that risk. Because at the end of the day, his life was one that was meant to be lived alone.

"You deserve to be happy, Peter," Aunt May said, leaning in closer. "Don't run away from that."

He nodded, knowing there was no point in arguing further. His Aunt was right. There was no reason that plain old Peter Parker couldn't be happy. It was when Spiderman was factored in that things got complicated, but he couldn't discuss that with her. He couldn't reveal his secret for the same reasons he couldn't fully admit his feelings to Gwen. It would only put her in danger.

"Well, sweetheart, I know you don't want to bring Gwen lunch but at least bring some of these cookies," Aunt May said, moving over to the stove and putting cookies on a paper plate. "There are too many here for just the two of us."

"Alright," he relented. "I'll bring the cookies."

* * *

Gwen sat in one of the more secluded areas of the library. Her hair was wound into a bun at the nape of her neck and she was wearing glasses as she pored over the research. He noticed the cup of coffee next to her hand and thought to himself that at least she had something to go along with the cookies Aunt May had foisted on him. She sensed him before he said anything, her lips pulling into an easy smile as she gave him a small wave. He thought to himself that she looked much better than when he left that morning.

"My aunt sent some cookies," Peter said, setting the plate on the table.

Gwen grinned. "Cookies sound great."

"You look good," he noted. She smirked and he stammered, "I mean…you look calmer than before."

"I got it, Peter," she said, lips pulled into a bemused smile. "I feel better. I went to the hospital before this to see my mom."

"How's she doing?"

"Really well," Gwen said, eyes bright. "The surgery went well and she's in recovery. The doctors said that she'll need some physical therapy, but other than that she should be fine."

"That's fantastic," Peter said.

She grinned and nodded. "Anyway, let's get started on this stuff. I was looking through it before you got here, and there's a lot to cover."

"Well, I'm glad we have the cookies then."

She smiled softly. "Do we want to divide and conquer?"

"That works for me."

She handed him half of the papers and they began to read, a comfortable silence between them. Gwen began to leaf through her half of the research, idly wondering how Mason and Zimmerman had managed to collect all of this. There was everything from police reports to results from experiments.

"Look at this," Gwen said, turning the paper toward Peter. "OsCorp was sued four months ago by one of its employees, Stephen Browner. He worked maintenance and claimed that his working conditions led to a number of health issues."

"It looks like it settled before ever reaching the court," Peter said, reading further. "Wow, for half a million dollars?"

"Looks like they have other ways of silencing people," Gwen muttered.

They continued reading, and the information grew more troubling. The EPA had launched an investigation based off of complaints last month, but it had promptly been dismissed. Further inspection revealed that several key players at the EPA had large stock in OsCorp.

"Are you getting the feeling that we're in over our head?" Gwen asked slowly, glancing up from her papers.

Peter frowned. "Glad to see you're finally joining me."

**A/N: I have some big plans for the completion of this story arc - so please leave feedback and let me know you're still reading! I'd love your thoughts on the development of this piece :D**


	12. Chapter 12

**A/N: New update! Hope you enjoy this :D**

Chapter Twelve

"Look at this," Gwen said, turning the paper and pointing at a paragraph in the center. Peter and her were at the library again, looking through the research that Zimmerman had sent her. "Project Indigo. It's only mentioned there once, but then not again."

"Project Indigo," Peter repeated, as if he were trying out the word. "I've never heard of it. Think it could be what the waste is from?"

"Well, I doubt they mention it for nothing," Gwen said, biting her bottom lip as she thought. "I could ask Dr. Rivers about it."

"No," Peter said, shaking his head. "He's already suspicious."

"He is not," Gwen argued.

"He noticed you spending more time in the lab."

"Yes, and he attributed it to homework," Gwen pointed out. "I think he could be a big help here. I mean, imagine if he knows Project Indigo."

"Yeah, imagine if he knows about its less than stellar waste practices, too," Peter said. "You can't put yourself out there that much. It's not safe."

"None of this is safe," Gwen said. "Remember how my mother ended up in the hospital because my brake lines were cut? We're past safe. Right now, we just need to finish this."

Peter frowned. She had a point, although he wasn't about to admit it. He didn't like the fact that she was in obvious danger and there was nothing he could do about it. What was the point of these special powers and abilities if the people he cared about could still be hurt?

"How's your mom?"

"Better," Gwen said. "The doctor said she should be discharged tomorrow."

"That's great," Peter said. "Do you need any help taking her home?"

Gwen shook her head. "My grandparents will be there. Besides, you've been enough of a help."

"I don't mind," he said.

She smiled softly and said, "I know you don't."

* * *

That night, Gwen sat in her room and typed 'Project Indigo' into the search engine. Just over 4,000 hits came up, and she clicked on the ones at the top. Several of them were clear misses, talking about music and in one case a particularly flamboyant drag queen. After scrolling through a few pages, though, she found an interesting article.

She read through it quickly, her eyes taking in the information hungrily as she read. She had no doubt that this was the Project Indigo that she had seen mentioned in Sally Mason's research. She hooked her laptop up to her printer and quickly printed out the article.

The next day she found Peter at one of the outside tables at school before classes started and she sat next to him, pulling a folder out of her messenger bag. She handed him the article and said, "You're going to want to read this."

Peter's gaze stayed on her for a moment before he glanced down at the paper and read it quickly. After a few minutes he looked back up at Gwen and said, "Well, it's definitely interesting."

"It's more than interesting. It's a lead."

"You don't know that," he said.

"Yes, I do. Peter, it would make perfect sense that this is Project Indigo. What better company to take the helm on this than OsCorp? They have endless resources. Endless laboratories and brilliant scientists. It makes sense, Peter."

"Just because it makes sense doesn't mean it's what actually is happening," Peter said.

Gwen shook her head. "I'm not giving up on this. I'm telling you, this is what we've been looking for. This is what is being pumped into the harbor."

"I guess it can't hurt to look into it," Peter relented.

"I'll mention some of this when I talk to Dr. Rivers," Gwen said.

Peter handed her back the article. "You're doing that today?"

She nodded. "No time like the present, right? Don't do tomorrow what you can do today – or something like that."

Peter smirked. "You sound like Aunt May."

"We're going to get to the bottom of this," Gwen said, feeling the first spark of hope that she had in a while. "We're close, Peter. I can feel it."

* * *

As the harbor mystery built, things were becoming equally precarious at school. Sarah, noticing Peter and Gwen's growing closeness, had become increasingly resentful as the weeks passed. She claimed that her crush on Peter had been fleeting, but Gwen could feel the shift in her and Sarah's relationship as the one with Peter grew.

"I hate when teachers give you exams on Mondays," Sarah grumbled, picking at her salad. Her, Gwen and Caroline were at their usual table in the lunchroom.

"It sucks," Caroline chimed in.

"Right? Weekends are supposed to be for doing fun things, not cramming for impossible chemistry exams."

"I could help you study," Gwen offered, taking a bite of her sandwich. She knew Sarah had problems with chemistry, and it was one of Gwen's favorite subjects.

"No, it's fine," Sarah said.

"I don't mind," Gwen continued. "I'm sort of a chemistry nerd and-"

"I don't want your help," Sarah snapped. Taken aback, Gwen stared at her, unable to think of a single thing to say after her outburst. Similarly startled by her outburst, Sarah let out a shaky breath and said, "Thank you, but I really am fine. Besides I study better on my own."

Gwen nodded. "Okay."

Sarah began to gather her things and said, "I need to meet with a teacher before next period starts. I'll just see you guys later."

She hurried off and Caroline said, "It's not you. Well, it actually sort of is, but not you as a person."

Gwen watched Sarah disappear from the lunchroom. "I don't remember doing anything to make her like this."

"It's you and Peter."

"There is no me and Peter," Gwen said. As much as she might have wanted it, Peter made it very clear that would never happen again.

"There is definitely a you and Peter," Caroline said. "Deny it all you want, but there's something between you two."

"And that's what Sarah's upset about?"

"She has a thing for Peter," Caroline said simply.

"I thought she got over him," Gwen said, although she knew in her heart that Sarah never really had. Gwen knew from experience that saying you were over Peter Parker and actually achieving it were two very different things.

"Sarah doesn't like to admit defeat," Caroline explained. "And she'll never admit that with Peter you will always win. Hence, the cold shoulder. It's how she deals."

Gwen frowned. "Any way around it?"

Caroline shook her head. "You kind of just have to wait it out."

Gwen had a feeling the "wait it out" could take longer than she liked.

* * *

Having several classes wth Sarah, Gwen was more than happy to head to OsCorp after school and no longer have to deal with the cold front. Gwen rarely found herself on the receiving end of a slight, and she found it odd and unsettling. The receptionist smiled congenially at Gwen as she passed, and Gwen waved hello. The receptionist was notorious for disliking just about every intern, and Gwen thought to herself if she could win _her_ over, then this Sarah thing should blow over relatively quickly. Besides, the minute Sarah needed Gwen for some social engagement she'd put everything else to the side.

"Gwen, you're early today," Dr. Rivers noted, smiling at her.

"The trains had no delays," Gwen said. "I usually get stuck at one or two stops on the way."

"Well, it's a good thing you're here," he said. "We have a lot to do."

"Great."

He walked her over to the laboratory and they began working on some DNA sequencing. It was tedious work, trial after trial searching for the slightest variation. As they worked, Gwen casually asked, "Dr. Rivers, have you heard of Project Indigo?"

Dr. Rivers sniffed and said, "Project Indigo? No, I don't believe I have. Where did you hear about that?"

"I was just reading something," she said evasively. "So, you've never heard of it?"

He shook his head, reaching forward and typing something into the computer.

"Can't say I have. What's it about?"

"Fuel," Gwen said. "It involved stripping the ethanol from corn to create an all-purpose-fuel. With the amount of corn grown across the world, it would essentially supplant the use of fossil fuels, guaranteeing a large pay-off for whoever perfected the process first. Project Indigo focused on adding an unidentified agent to quicken the process."

"Sounds interesting," Dr. Rivers said. He was typing again at the computer, and she noticed his hands were trembling.

"Yeah," she said, eyes studying his face. "It is."

* * *

That afternoon with Dr. Rivers Gwen discovered what she considered her first real lead in the case. Later that evening, two teenagers who were drinking alongside Billings Harbor mysteriously disappeared. The police said they probably drunkenly fell into the water, but a homeless man who had settled down for the night about twenty feet away claimed he saw a creature jump from the water and pull the two boys back in with him.

Gwen wasn't surprised to find him at her window that night. He was in his suit and smelled vaguely of fish and sewage.

"There's more than two now," Peter said, pacing in the room. There were dark circles under his eyes, but he had this restless energy that kept him from staying in one place for too long. She sat on her bed and listened. "They're multiplying. I went down there tonight, and there were at least five. Different sizes and different types – probably from the different fish – but they're dangerous. All of them. They're all dangerous."

"Dr. Rivers knows something," Gwen said. "When I asked him about Project Indigo, he started acting strange. Give me a few days and-"

"I don't think we have a few days," Peter said. "This is getting out of hand. First the ferryboat. The bridge. And now this. We have to do something."

"We _have _been doing something," she said. "With all the research, we're so close to figuring out what's behind this."

Peter shook his head. "We've been doing this wrong the entire time. We've been going after the wrong thing."

Gwen narrowed her eyes in confusion. "What do you mean?"

"You said yourself that we're in over our heads," Peter said. "They're a billion dollar company that's even infiltrated the EPA. Even if we were to figure out what they were doing – what they were pumping into the harbor – do you really think we could stop them?" Gwen didn't answer and he said, "We need to think bigger. We need to create something that even they can't stop."

Gwen thought for a moment and then said, "The media."

"The media?"

Gwen nodded. "Right now, there are few people who know what's really going on. If we can cast the net wider and get more people on board-"

"We'll create something that even they can't stop," Peter finished.

**A/N: Duh duh ddduuuhhh. I feel like this might be getting a little too Erin Brockovich-ey, but I promise more Spiderman-science-stuff is on the horizon. Feedback would be stupendous :D**


	13. Chapter 13

**A/N: Thank you for all of your feedback! This one is a lot of fun. I hope you enjoy it :D**

Chapter Thirteen

They reached out to the big local environmental groups, aware that they needed large names behind them for the story to get any traction. The groups were outraged at what they saw, and immediately began planning a course of action. Gwen and Peter thought they would go straight to the media. Maybe distribute some literature. They did not expect a full on rally in front of the OsCorp building.

"How long do you think it'll be until OsCorp drops a piano or something on them?" Gwen said, half-joking as her and Peter sat at the Starbucks across the street from OsCorp, watching the events unfold with matching cinnamon lattes.

"It's definitely bold," Peter said, taking a sip of his drink. "I don't think they'll do anything. It'd be too obvious."

"Did you have any idea it would snowball into this?" she asked. There were over fifty people picketing in front of the building, shouting for backers to take their money out of OsCorp.

"No," Peter admitted. "But I feel like we should have."

"What do we do now?"

"Let it run its course, I guess. We've set it in motion, and all we can do is wait and watch the outcome. What about Dr. Rivers?"

"He's been acting strange," she said, rubbing the back of her neck. "Especially since the picketing started." She paused, wrapping her hand around her drink. "I know that he knows something, Peter. I know it. I just wish he would share whatever it is with me."

"Maybe he's protecting someone. Or maybe he's protecting himself. If he was a part of that project and is seeing what it caused. All the accidents and deaths. He might not want anyone else to know."

"But he might be the only person who knows how to stop it then," she said. "Who better than the person who was right there in the thick of it? I have to wear him down. Because it's one thing to stop them pumping the waste into the harbor, but then what do we do about what's already been contaminated?"

* * *

Dr. Rivers sat in his office, watching the commotion down at the front steps of the building. It was a nightmare of such a proportion that even he couldn't have truly fathomed it. First there were the attacks. He tried to reason out a different explanation for what had happened – anything other than the project he had devoted four years of his life to – but in the end he knew it was his fault alone. Then that Mason woman had begun to look into his work. He had told the executive board only to alert them that trouble may be on the horizon. He never wanted to hurt her. Yet, there it was in the news. A perfectly executed cover-up to hide the true problem-solving-skills of one of the country's highest ranking companies.

He'd known for a while that Gwen Stacy was looking into Project Indigo - even when she didn't know that was what she was researching. Keeping an eye on her, he thought that perhaps he could derail her. Help her escape notice from the ones up top who were always watching. Always listening. When he heard about her mother's accident, he knew he had failed.

Now there was the rally outside and Gwen had openly asked about Project Indigo. It had gone too far, and he knew it. Something was set into motion that no one – not OsCorp or him – would be able to stop; and he wouldn't be able to save any of them.

* * *

With the rally, the news stories came in the dozens. Local papers began to pick up the ledes, and even some national news stations jumped on board. Peter had said they needed to create something that even OsCorp couldn't stop, and as the stories pervaded every feasible news source, he couldn't help but think they succeeded.

Aunt May watched from her usual chair, knitting some scarf that he would never actually wear, and she said, "It's a shame, you know. A company like that has so much power – so much influence – and they abuse it."

"With great power comes great responsibility," Peter murmured, remembering the words his uncle had told him. Aunt May nodded in agreement.

"That's exactly it. They have a responsibility to be a good citizen and set an example for others. Instead, they squandered their power. And ruined one of the city's best harbors."

"One of the best?" Peter asked.

"Your uncle and I used to have picnics near there," Aunt May said. "Granted, this was years ago. It's been taken over by the likes of you over the past few years." Peter smirked. "But it used to be a nice place. The water was blue and sparkling. It absolutely kills me to see what they've done to it."

"We'll fix it," Peter said. She looked at him in confusion and he remedied, "They will, I mean. Those environmental groups. They'll fix it."

* * *

The next day, Gwen went to OsCorp early, hoping to have some time alone with the computers to see what else she could dig up about Project Indigo. One of the newer scientists had misplaced their ID card, which Gwen miraculously found, and she had a small window of time to use the higher clearance before the card was stripped.

She passed by Dr. Rivers' office on her way to the lab. The door was open a sliver, and she could just catch a glimpse of his through the slim opening. He was seated at his desk, working on something at his desk. She was about to leave, figuring there was nothing worth staying for, when he turned in his chair and she saw the large syringe in his hand.

"What in the…" she murmured softly, stepping closer to the door. She saw a vial on his desk behind him that was filled with a periwinkle blue substance. He slid the needle into his upper arm and ground his teeth together as he pushed the blue substance into his blood stream.

Someone walked loudly behind her and she stumbled forward, startled by whoever had passed. Unfortunately, this caused her to bang into the door and she careened into the office, Dr. Rivers staring at her with his mouth wide open, the syringe in his hand. He was silent for a moment before hissing, "Close that door!"

She obeyed without question, nerves coursing through her. With him injecting unknown substances into his body, Gwen figured that even if she was wrong about his involvement in Project Indigo, she just walked into a whole lot of trouble.  
"Dr. Rivers-"

"What you're seeing here," he interrupted, voice strangled "Is not what you think."

"Then what is it?" she asked. To be honest, she wasn't entirely sure what she was thinking, but she was more than happy to let him enlighten her.

"It's an antidote," he admitted grudgingly, sighing audibly. "Here, you better sit down."

He stood up and pulled out a chair from a smaller desk at the side of the room. She sat down, waiting for further explanation.

"You were right," Rivers said. "I really wish you weren't, but you were. I was heavily involved with Project Indigo. I helmed the experiments, in fact. As you told me earlier, it was about creating the perfect fuel. One that could be produced endlessly. No need for oil reserves or gas prices climbing above five dollars. We would have a fuel so efficient, so simple to make, that it would practically pay for itself. The experiments worked just as I hypothesized that they would." He took off his glasses and wiped them on the sleeve of his shirt. "What was not included in my hypothesis, was the highly toxic waste that was formed during the process."

"Didn't you tell your superiors?" Gwen asked.

"Of course I did," Rivers said. "I told them immediately. The process was a success, though, in creating fuel and that was all they cared about. Everything else was something to be dealt with. Something to be brushed under the rug until it was absolutely necessary to take action."

"What does it do?" Gwen asked, her skin tingling.

"Well, you saw what it does to fish," he said. "It mutates them. Changes them from the inside."

Gwen already knew she would not like what came next when she asked, "And humans?"

"It also changes them from the inside," Rivers said, voice dead. "The only difference is that they don't survive."

"But you-"

"I saw it happen to my lab assistant first," Rivers explained. "Her body decayed from the inside-out. I'd never seen anything like it before. After being exposed, she was dead within three weeks. I knew that it was only a matter of time before I was affected, so I worked on an antidote." Dr. Rivers grew restless, running his fingers through his hair irritably. "I never wanted any of this to happen, you know! I was trying to do something good. I was trying to help! But now…"

"You couldn't have known the large scale effects of this," Gwen said.

"Yeah, but do you think _they're_ going to care about that?" he asked, gesturing toward the window. The protestors were just below, marching back and forth with their signs. "When they find out my involvement, they will string me up alive."

"The antidote," Gwen said, an idea forming. "Could you use it in the harbor?"

He shook his head. "It's engineered for human DNA. It wouldn't work."

"Have you tried making a different one?"

"Of course I have," he said. "I've tried a number of different variations, but none of them work."

"Well, you have to keep trying," Gwen said. "You've made one. You can do another. I can help you. We'll work together."

"Gwen-"

"We can't just give up," she said, voice raised. "You are so close, Dr. Rivers. You can't give up."

**A/N: Duh duh ddduuhhhh. Let me know your thoughts! **


	14. Chapter 14

**A/N: That feedback?! Insanely amazing. Thank you so much for all of your amazing words of encouragement and such. You guys make me a happy writer :D **

Chapter Fourteen

The rallies had their intended effect. Rattled by the increasing outcries of protest and the media's interest, OsCorp finally took a stand and faced its critics. Standing before a group of sixty or so journalists, the company's VP of Communication admitted the company's wrong-doings and their plan of action to clean up what they had caused.

"We will do everything within our power to restore Billings Harbor to what it once was," the man said.

"And how do you plan to do that?" A voice called out from the back.

"I am not at liberty to release any more information regarding that," the man answered pleasantly. "But rest assured, the problem will be remedied."

Gwen watched the press conference on her computer, feeling a chill run through her at the man's words. How exactly did they intend to remedy the problem? Would it include Dr. Rivers? They obviously knew he was involved, and she feared they would monopolize his time working on something to cover up the problem instead of solving it.

"Gwen, time for dinner!" her mom called from downstairs.

Knowing there was nothing she could do at the moment, Gwen set her worries to the side and went downstairs for dinner.

* * *

Peter had also seen the press conference and had similar reservations. The man up at the podium was a classic PR guy, spinning the story to put on a good face for OsCorp and nothing more. They could say all the nice and flowery things that they wanted, but Peter still doubted the company would do the right thing.

Feeling restless, Peter pulled on his suit and climbed out his bedroom window. He took off into the night, thinking that at least he could do some good.

* * *

In the midst of the Project Indigo scandal, Peter and Gwen faced another foe that many others would deem just as daunting.

Finals.

Life does not slow down when the going gets tough – not even for crime fighting teenagers. Gwen didn't worry much about her exams, she never had, but she studied with Peter, anyway. She told herself it was for his benefit – although he really didn't need it – and ignored the fact that she put on a little extra make-up and wore her best sweater. They met at the local coffee shop, and she tried not to notice the tousled perfection of his hair. With their books strewn on the table, they spent the next three hours discussing everything except for their exams.

"She kept going on about how she wanted to eat ice cream off of his abs," Gwen said, relaying a conversation she had at lunch with Sarah and Caroline. "The entire time I just kept thinking about how unsanitary that would be."

Peter laughed, leaning forward. "Not to mention, the guy's body heat would melt the ice cream."

"Exactly," Gwen said with a grin. "See, they clearly did not think this through as much as we did."

"Yeah, I don't think people who want to lick ice cream off a stranger's abs would."

She wrinkled her nose at the use of the word 'lick' – something about that word always gave her the heeby jeebies – and she asked, "How did we get on this subject, again?"

"I have no idea," he said. "But I'd be more than happy to mosey right on past it."

"I'm with you," she said.

He laughed, taking a sip of his drink. "So, any headway on the antidote?"

She shook her head. "We keep getting close, but then it falls apart. Dr. Rivers is becoming pretty frustrated with it all."

"Well, he's the cause," Peter said. "I'd be pretty frustrated, too."

Gwen frowned, something in Peter's tone hitting a nerve. "He didn't know it would do this, Peter. All he was doing was his job."

"I bet a lot of guilty people say that."

"He's doing his best to fix it. What else is he supposed to do?"

"He's known they were pumping the waste into that harbor. He should have done something," Peter said.

"Done what?" she asked. "Gone after the people who murdered a woman for even looking into what they were doing? I don't blame him for not waving the flag. I mean, he has a family, Peter. He-"

"So did all those people who were killed in the ferry boat and bridge accidents," Peter interjected. "They have loved ones. People who miss them and-"

"I don't need to hear about the effects of collateral damage," she cut in, voice hard. "Believe me, Peter, I know all about that."

His face softened and he said, "Gwen, I didn't mean-"

"If I can give him a little slack after everything that happened, maybe you should try, too."

"Okay," he relented. "I'll try."

She felt the tension between them dissipate, but discomfort remained as she shifted in her seat. With an audible sigh, she reached for her calculus textbook and said, "Alright, let's get some studying done."

* * *

The entire night after his study session with Gwen, Peter couldn't shake the nagging guilt he felt for throwing the casualties of science-projects-gone-awry at her like that. She should know more than anyone what that meant. It had been six months since him and her father fought on the roof of the OsCorp building. Six months since he watched him die, and made a promise that was impossible to keep.

He went out to find a spot of violence, but found himself outside of her bedroom again. She was lying in bed this time and reading a book. He didn't recognize the title, but then again he wasn't the biggest reader. She could have been reading the number one book on the New York Times bestseller's list and he wouldn't know the title.

She turned the page and caught sight of him over the top of the book. She set it down beside her and came over to the window, unlatching it quickly. He noticed that her hands were trembling and she asked, "What are you doing here?"

"I was in the area," he said lightly. His attempt for levity fell flat as she frowned and studied his form.

"Are you hurt?" she asked. "Because when you come here like this, you're usually hurt and-"

"Not hurt," he promised, moving around a bit to show her that he was, in fact, not hurt. She relaxed a bit after that, settling on the edge of her bed.

"Good. So, what are you doing here? Not that I mind. But…"

"I felt bad about earlier," he said. "What I said at the coffee shop about the ferry boat victims. Sometimes I talk without thinking and then when the thinking resumes I realize I've been sort of an ass."

She smiled a bit, shaking her head. "You weren't an ass. You were just honest. I understand where you're coming from. I really do. But you didn't see him, Peter. He was broken. He was absolutely broken knowing that something he created caused so much turmoil."

"You have to keep him going on the antidote," Peter said, sitting beside her.

Gwen nodded. "I'm not stopping until we get something. I won't let anyone else get hurt."

Her eyes were lit with vehemence, and he found herself thinking that he had never seen anyone more beautiful. Something in her eyes changed and she turned away, making him wonder just how goofily he had been gazing at her.

"Thanks for coming and apologizing," she said, casting her eyes up from the carpet back to him. "You didn't have to, but I appreciate it."

"It was the right thing to do," he said. "If Aunt May found out, she probably would have made me bring a pot roast or something."

She laughed. "A pot roast?"

"She likes to supplement apologies with food. Makes it seem more heartfelt."

Gwen smiled softly and placed her hand on his knee. "Well, you didn't need any food for that."

She didn't move her hand and he hesitated for just a moment before covering it with his own. She glanced over at him, the movement of her head shy and tentative. There was a palpable tension between them that was a marked difference from what they felt at the coffee shop earlier. She felt every hair raise on the back of her neck when he ran his thumb along the edge of her hand.

"Peter," she murmured, unintentionally scooting closer.

"I should go," he said, voice belying that he wanted to do no such thing.

"Stay," she said softly, seeming to lose all semblance of control as she reached up and laid her hand on his cheek.

"Gwen-"

"It's okay," she said, smiling a bit. "It's okay."

He didn't know what exactly she was referring to, but he paid little thought when she leaned forward and he met her at the center, his lips brushing against hers. It had been far too long since they had been like this. Together. Content. Even after all that time, the feel and smell of her was still like home. He never understood how someone outside of his family could be that familiar until he met Gwen. Every touch, every word was safe and comfortable.

She pulled away first, pressing her face into the crook of his neck as he wound his arms around her waist. Against her hair he murmured, "We shouldn't be doing this."

"I know," she returned. "But I really don't care."

He kissed the side of her head. "You know, neither do I."

"Really?" She looked up at him in surprise. "You, the one who has practically worn your promise to my father like a badge, don't care?"

"Your father didn't know something," he said, eyes unreadable.

"Didn't know what? You have some secret bunker you're going to keep me in?"

He smirked. "No. But that's not a half bad idea."

"I should really learn to keep my mouth shut."

He smiled, but then his face turned serious. She didn't know what to expect, and even if she did, she wouldn't have expected him to say, "I love you, Gwen."

Her eyes widened, and she felt her heart go off like a mad Energizer bunny. "You-you what?"

"Every instinct tells me to push you away," he said. "Every instinct. Every bit of logic and reasoning. Everything."

"Well, that's comforting," she deadpanned, her voice sounding strange to her ears.

"But then I remember that I love you, and everything really doesn't matter."

"So, you…uh…love me? Are you sure?"

He smirked, nodding. "I wouldn't have said it if I wasn't."

"Wow." She stared at her hands, trying to sort through everything. "That's just…wow." She looked up at him suddenly and said, "But Peter, I-"

"You don't have to say it," he said, taking a gentle hold of her shoulders. He ran his hands down her arms and she shivered. "You don't have to say anything."

He took a hold of her hands, interlacing their fingers, and she smiled softly. "You know, you're really something, Peter Parker."

**A/N: How you like that big fluff-fest there, huh? As for her not retuning the ILY - she will! I just like to draw things out a bit (no surprise there) and I think you all will be satisfied with how it plays out. Feedback?! I wouldn't hate it ;)**


	15. Chapter 15

**A/N: Thank you for all of your feedback! I really appreciate it. I hope you enjoy this :D**

Chapter Fifteen

That night, Gwen went to bed feeling as giddy as a small child the night before Christmas. For a moment she let herself forget about the harbor and Dr. Rivers. She forgot about dead environmentalists and her own brush with death, and let herself focus solely on the fact that a boy was in love with her, and that boy was Peter Parker.

If she thought really hard about it all, she always knew. The way he protected her. The way he stood by her side and watched her. Always watching. Always there. She should have seen it a long time ago, but the little part of her that knew that him loving her would ruin everything kept her in the dark. Because it did ruin everything. Now she would never be able to let him go.

He stayed for an hour or so after he admitted his feelings. They laid in bed, her head resting on his shoulder as they talked about everything and nothing at the same time. She couldn't remember a word of that conversation, but knew it was perfect. He was perfect. Him and his superhero suit were something she never anticipated in her life, but couldn't imagine being without.

She walked around in a trance the next day, her mind wrapped up in memories of his touch, until the news stories about another missing kid began to air. He was at Billings Harbor, just like the ones before. She snapped out of her reverie fairly quickly at that, knowing that the only chance her and Peter had was if they solved this.

So, she went to Dr. Rivers and worked twice as hard on the antidote. She worked longer than him even, putting aside her other work in a desperate attempt to figure it out and get the damn antidote. All her work was for naught, though, as each experiment showed a failure.

"I don't get it," Gwen said, frustration hardening her voice. "We're doing everything right. It should be _right. _It should work."

"I know. It should but it doesn't," Dr. Rivers said, his weariness matching her frustration. He worked on this for weeks before Gwen had gotten involved with a similar lack of results.

"I don't get it," she repeated, voice cracking.

"You should go home," Dr. Rivers said, noticing the dark circles under his young assistant's eyes. "You've been at the lab far too much this week."

"We're running out of time. People are getting hurt and-"

"I'll continue working," Dr. Rivers interrupted. "You go home. You look like you haven't slept in days."

He was right. Since the last disappearance, she'd had trouble finding sleep. Instead she'd lay in bed until 3 or 4 in the morning until finally breaking down and watching television downstairs.

"Alright," she said, grudgingly moving away from the table. "But you'll call me if anything happens, right? I mean anything. Even the smallest breakthrough-"

"I will keep you informed," Dr. Rivers assured her. "Now go home and get some rest.

* * *

She went home and found herself in her usual position where sleep evaded her. Thoughts raced through her mind, and there was nothing she could do to stop them. A vague idea passed through her mind, and she mulled over it for a moment before climbing out of bed and slipping on a pair of flip flops. She took the car to Peter's house, not wanting to take the time to wait for public transportation. Aunt May met her at the door and said that he was up in her room. The older woman looked at her with worry in her eyes, and Gwen wondered just how terrible she looked.

Gwen went upstairs and found Peter laying on his bed, typing away on his laptop. She didn't say anything, not even when he asked her what was wrong, and she curled next to him on the bed, resting her head on his chest.

"Gwen?"

"Ssshh," she said, closing her eyes. "I'm trying to sleep here."

He chuckled softly. "Oh, so _that's_ what you're doing."

"Obviously," she murmured, burrowing herself deeper into his side. He put his computer to the side and slipped an arm around her shoulders, holding her close. He pressed a kiss on the top of her head, and the last thought she had before drifting asleep was how warm and safe she felt against him.

* * *

Peter woke her, holding her ringing telephone in his hand. She yawned wide, the scene before her not fully registering until she saw Dr. Rivers' name flashing on the screen of her phone. She took the phone and sat up, pressing it to her ear.

"Dr. Rivers?"

"It worked."

* * *

Gwen rushed to the lab, feeling rested from her short nap and invigorated at the prospect of all their hard work finally amounting to something besides dirty vials and bunsen burners.

Dr. Rivers greeted her with a grin, something she hadn't seen in weeks, and ushered her into the lab. He had several vials of the antidote and was already working on another batch.

"The only issue is that I'm unsure how much we need to treat the entire harbor," Dr. Rivers said. "But right now that seems like a rather minute issue."

"This is fantastic," Gwen said, grinning wide. Unbeknownst to her, a creature was rising in the harbor, one that rivaled the monstrosity of any that came before.

* * *

The moment the monster reared its scaled head, the media descended like a swarm of attention-seeking-flies. The entire city was beside itself with terror, fear and in some cases surprising excitement, stemming from a certain group's giddy excitement at New York City having its own Loch Ness Monster.

Gwen never truly believed in the tall tale, but this one was real, and she knew there was more than a real chance that Peter would be down there. She'd seen the pictures splattered on practically every news website available, and the thought of Peter fighting it – suited up or not – did not settle well.

Turned out, Peter wasn't too keen on facing it, either. He had been thrown around pretty well by the creature's less menacing siblings, and he didn't look forward to having his ass served even more painfully to him. He looked confident when Gwen found him, though, her mouth pursed into that worried frown that she always seemed to wear these days.

"You're going, aren't you?" she asked him.

"I have to."

"I know," she said, having given up on fighting his hero-complex long ago. "Just…be careful."

"You too. You and Dr. Rivers are going to have to get close to the harbor to administer the antidote."

Gwen stepped forward and slipped her arms around his waist, burying her head in his chest. He held her close, lips brushing against her temple.

"You need to get out of this in one piece," she murmured against his chest. "Because you're the first boy I'm ever going to say 'I love you' to, and I'd prefer not saying it to your dead body."

He glanced down at her, mouth open. "Gwen…"

"I mean it. Come back alive."

He nodded, tightening his hold on her. "I will." He brushed his lips against her forehead. "I promise I will."

* * *

After Peter left Gwen he went to the harbor, looking for any disturbances in the water. What she said rang in his ears but he pushed it away. He couldn't afford to be distracted now. He had to be focused. Ready and prepared to fight whatever was in there.

He saw a ripple in the water. It was barely noticeable, but he was hardwired to see what others didn't. It happened again, the ripple larger and spreading across the otherwise still water. Peter edged closer, preparing himself to launch. The water grew perfectly still, seemingly undisturbed. He nearly relaxed.

Then it attacked.

* * *

"This should be enough," Dr. Rivers said, loading the last of the antidote into the case. "I needed a small percentage of this amount to treat myself, so for the entire harbor…"

"It's enough," Gwen said, impatient to get to the harbor and end this once and for all. Peter would be down there, if he wasn't already, and she found herself with an almost painful need to be there.

"Are you ready?" Dr. Rivers asked, his voice shaking.

He was nervous, that much was evident. Seeing as he was the man responsible for all of this, she couldn't blame him. Nerves would do them no good now, though. She could see that he was struggling to maintain composure, and she decided then that she would be strong for both of them.

* * *

It was times like these that Peter really hated that spider for biting him. The monster roared, slamming its large scaly tail against him and sending him flying. He crashed into the water, sinking into the blackness until he pulled himself up and surfaced.

The thing was strong, and it dove toward him with its mouth open. Teeth bared. As far as he knew, fish didn't have teeth, but whatever this mutated from did. He dodged the creature, imparting a sharp kick to its snout. He was fighting messier than usual, his webs seemingly useless in the endless expanse of water, but he was determined to win. He would get out of this alive.

He promised her.

**A/N: Next chapter will be the final one. I want to give an early thank you to everyone who has read this and stayed with it. I appreciate all of your feedback :D**


	16. Chapter 16

**A/N: Thank you for all of your feedback! I really appreciate it. As I mentioned before, this is the last chapter of the story. I hope you enjoy :D**

Chapter Sixteen

Several things went through Gwen's mind when she saw Peter being launched through the air at the harbor. There was fear. Panic. It took everything in her not to run over to where his battered body lay, but she knew he would never forgive her if she did. This was the time for them to work alone. He would do his work and she would do his. It was the only way there was any chance of both of them making it out alive. Her stomach twisted uncomfortably until she saw him stand shakily, legs bent and shoulders hunched.

"Gwen," Dr. Rivers said, calling for her attention. They were at the side of the harbor, the cooler filled with the vials of the antidote open beside him. She kneeled beside the cooler and took the vials out, methodically pouring it into the water.

"When do we stop?" she asked, forcing herself not to watch what was happening farther down the harbor with Peter and the creature.

"When there's nothing left," Dr. Rivers said, emptying the contents of his vials into the harbor. Gwen followed suit, flinching when she heard the tell-tale sound of a body hitting rocks. She told herself not to look. She couldn't look.

When she did look –despite her best intentions not to – what she saw made her empty the vials twice as fast.

* * *

He fought harder than ever knowing that she was just down the harbor. He needed to keep the thing's attention as long as he could before he noticed the two interlopers over at the side of the harbor.

Each time he was thrown across the water, he thought his body would give in. Super power or not, he was only human, but his body proved more resilent than he thought. Or his desire to protect her won out. Even when he thought he had nothing left to give, he launched himself at the creature at full force.

He could tell the moment that it noticed them. He had thrown himself onto the creature's back and it twisted its neck irritably to cast him off. The head paused for just a moment in their direction and then it jerked its neck roughly, throwing him off. He collided with a clump of rocks, his head crashing into a jagged end. His last thought before he went under was of running his fingers through her soft hair.

* * *

"Shit," Dr, Rivers said at the creature's approach. Gwen had never heard him swear before, and in the high stress situation found herself with the entirely inappropriate reaction of laughter until she caught sight of Peter's prone body beside the harbor.

"Peter," she breathed out, impulsively taking off in his direction. Dr. Rivers grabbed her arm and pulled her back. She fought against his grasp as he demanded, "What are you doing?"

"I-"

Several things happened in succession then. The creature lunged and Dr. Rivers tugged Gwen behind him. She braced herself for the attack, her tense shoulders mirroring Dr. Rivers' in front of her, but then a helicopter flew over the harbor and dropped an electrified net on the creature. It cried out, convulsing at the shocks.

Uniformed men dropped from the helicopter and rushed toward Gwen and Dr. Rivers. They ushered them away while the rest of the unit dealt with the creature, but Gwen broke away from the group, running toward where she had seen Peter. One of the men followed her, yelling for her to come back. He stopped mid-sentence when he saw the unconscious vigilante.

"Is that…" the man said in disbelief, staggering forward.

Gwen dropped to her knees beside him and paid little thought to his anonymity as she peeled his mask off. There was a gash on his forehead and she ran her fingers lightly over the jagged skin.

"We need to get him to a hospital," Gwen said, twisting her head back toward the officer."

"But he's Spiderman."

"No, he's a boy," Gwen said, voice hoarse. "He's a boy who needs help and you are going to help him! Now!"

The man pulled out his phone and dialed quickly. She didn't listen to what he was saying, her attention focused on Peter as she tried to discern something that she could do for him. She wanted to rest his head on her lap, but remembered hearing somewhere that it wasn't good to move someone if they possibly had a neck injury, and she didn't know the extent of his injuries.

"A helicopter is on its way," the man said, returning the phone to his pocket. She nodded and then leaned toward Peter, brushing his hair away from his forehead as she murmured, "You cannot die. Do you hear me, Peter? You are not dying tonight."

* * *

Gwen sat in the hospital, studying the design of the carpet as she waited for news. When Peter was brought in the doctors found a myriad of internal injuries and he was taken immediately into surgery. They had asked her who Peter had as an emergency contact and she told them Aunt May's number. Before she arrived Gwen told the officers that Peter kept his true identity from Aunt May, and she was relieved when they agreed to keep the true circumstances of his injuries a secret. Instead, they told her that Peter and Gwen had been walking along the harbor when the creature attacked.

Aunt May sat beside her and reached over, taking Gwen's hand into her own. Gwen cast her eyes to Aunt May's and felt comfort in the warmth there.

"You don't have to stay, dear."

"I want to," Gwen said. When Aunt May looked unconvinced said, "I _need_ to."

"You really do care a lot about him, don't you?"

"Yes," Gwen returned softly. "I do."

"He's very lucky to have you," Aunt May said softly. "He needs people like you. He pretends to get along fine on his own, but sometimes I worry about him."

"I need him just as much," Gwen admitted.

A doctor approached and asked if Gwen and Aunt May were there for Peter Parker. Aunt May sat up straighter, nodding quickly.

"Yes, I'm his Aunt."

"The surgery went well. He will have to stay in the hospital for a few days for observation, but we expect a full recovery."

"Oh, that's fantastic!" Aunt May exclaimed, clasping her hands in front of her chest.

"You can visit him now if you'd like. He's awake."

"You go first, dear," Aunt May said, laying a hand on Gwen's arm.

"No, you should go," Gwen said immediately. "He's your family and-"

"He'd want to see you," Aunt May interrupted, smiling a bit. "Go and see him, Gwen."

She didn't hesitate any longer and followed the doctor to the room. She expected him to look like he had when she found him on the side of the harbor, but he already looked more like his old self. She went to his side and laid a hand tentatively on his arm.

"Hey," he said, eyes bleary.

"Hey you," Gwen said softly. "I see you didn't die. Thank you for that."

"I am to please."

She smiled a bit, her eyes filling with tears, and leaned forward to press a soft kiss to his forehead. Against his skin she murmured, "You scared the hell out of me out there."

"Back at you," he returned.

"Let's try to not have another catastrophe for at least a few weeks, yeah?"

He laughed, nodding. "I'll do my best."

She reached forward and laid her hand on his cheek, leaning in to brush her lips against his.

"I'm really glad you're alive, Peter."

"You are?"

She nodded, smiling softly. The words were on the tip of her tongue. They had been there since they first parted after Dr. Rivers' phone call, and now that she had the opportunity to say them she found herself nervous.

"Gwen," he murmured, covering her hands with his. "You don't have to say it."

"I want to," she said. "I want to because it's true. And because I nearly lost you, and if I had I would have never forgiven myself for not saying it. I love you, Peter Parker. There are probably many reasons why I shouldn't, but it doesn't make it any less true or any less real. I love you."

He turned his face toward her palm and kissed it tenderly.

"I love you, too."

* * *

A week out of the hospital and he was at her window, knocking softly against the glass. She walked toward him, gathering her hair into a bun at the nape of her neck. She pushed the window open and watched him climb in.

"You know, considering your stay in the hospital last week, you might have considered using the front door."

"Not really my style."

She rested her hands on his chest. "You are being careful though, right?"

"And risk your scathing remarks if I don't? What do you think?" he joked.

"Peter. I'm serious."

"Yes, I'm being careful," he said, sliding his arms around her waist. "I'm being very careful. Just like you asked."

"Good, because I can only handle so much excitement. And this past year? I've had just about enough."

Peter turned serious as he held her closer and promised, "I'm being careful."

"Okay," she mumbled. "So, what are you doing here?"

"Well, Aunt May suggested that I go spend time with my girlfriend."

"She did?" Gwen said, grinning wide. She still wasn't accustomed to hearing him refer to her as his girlfriend, and she smiled like an idiot every time.

"And she's having book club tonight," Peter added. "I think she was trying to get me out of the house."

Gwen laughed. "Well, you're more than welcome here. Even through the main entrance, if you so choose."

Peter smirked. "You're really going to harp on this front door thing, aren't you?"

"It's a nice front door," Gwen returned. "Which you'd know if you used it."

"Alright, I promise next time I will enter through the front door."

"Yeah?"  
He grinned, nodding. "To gauge the niceness of the door, if nothing else."

She laughed, winding his arms around her waist. "Alright, it's a deal."

**A/N: I want to thank each and every one of you who has been with this story along the way. I know it had its twists and turns, and I really appreciate you sticking with me and providing feedback. Fanfic readers are the best!**


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